Platform - Terms Of Services

Last Updated: September 29th 2021

OVERVIEW

You must read These Terms of Service carefully before accessing and/or using any part of the Platform or Platform Functionality/Services. For purposes of these Terms, “you”, “your”, and “User” means you as a user of the Services.

These Terms. These terms and any agreed additional terms such as subscription packages and pricing that will apply to your use of the Platform (together Terms) govern your relationship with Skuad Pte Ltd. and its subsidiaries (we, our, us, Skuad) unless you, or the organization you represent, has entered into a separate binding contract with us.

Other Applicable Terms. Our Privacy which sets out: (a) the terms on which we process any personal data we collect from you, or that you provide to us; and (b) information about the use of cookies on the Platform, will also apply to your use of the Platform. By using the Platform, you consent to such processing, and you warrant that all data provided by you is accurate.

Changes to These Terms. From time to time we may update these Terms (including by way of Additional Terms or policies). We will notify you in writing of any material changes to our terms (including but not limited to via email and pop-up notices on the Platform). If you continue to use the Platform following receipt of such notice, you will be deemed to have accepted the updated Terms

Acknowledgement of Ability/Authority to Agree; Agreement to Terms of Service.

By accessing and/or using any part of the Platform or Platform Functionality/Services, you affirm that you are over eighteen (18) years old and you acknowledge and agree that, by accessing and/or using any part of the Platform or Platform Functionality/Services, you are entering into a legally binding agreement/contract with Skuad, individually and on behalf of all other persons and entities for whom/which you act or purport to act, including, without limitation, your employer(s), which agreement/contract consists of all terms and conditions set forth in these Terms of Service, and that you understand and agree that you and all persons and entities for whom/which you act or purport to act must comply with them and are legally bound thereby.
If/to the extent that you access and/or use, or purport to access and/or use, any part of the Platform or Platform Functionality/Services on behalf of one or more other persons or entities, including, without limitation, your employer(s), then, by accessing and/or using any part of the Platform or Platform Functionality/Services, you affirm that you are authorized to do so and otherwise to act on behalf of such other person(s) and entity(ies), to the effect that such other person(s) and entity(ies) are entering into a legal agreement/contract with Skuad consisting of all terms and conditions set forth in these Terms of Service (including, again and without limitation, those incorporated by reference herein).  As a result, for example, if you access and/or use any part of the Platform or Platform Functionality/Services as part of your employment, the person(s) and entity(ies) by which you are employed also shall be responsible for your and their compliance with these Terms of Service, and such person(s) and entity(ies) by which you are employed also shall assume and undertake the performance of all obligations set forth in these Terms of Service; and, in turn, Skuad also will pursue claims based on your and their non-compliance with these Terms of Service, and otherwise enforce its rights hereunder, against such person(s) and entity(ies) by which you are employed.  Any and all references to “you” hereinbelow shall refer collectively and interchangeably to you, individually/personally, and to each such other person and entity.

To the extent not prohibited under applicable law (which phrase, as used in these Terms of Service, includes any and all applicable international, national, state, local or equivalent statutes, regulations, ordinances, common law, and other forms of laws, without exclusion), you hereby waive any right you may have to request or require a more formal signature (electronic, non-electronic or otherwise) or the delivery or retention of a hardcopy agreement/contract or other record whatsoever. If you do not agree to bound by the entirety of these Terms of Service, you may not access or use any part of the Platform or Platform Functionality/Services.

INTRODUCTION

Skuad helps businesses to uninterruptedly manage relationships with local and international contractors and also provide consulting, software development services and product development to various customers across the world. You may use elements of the Platform by simply visiting our website, but access to most of the Platform is available only to registered users.

Skuad’s Platform can be used by Customers for uninterruptedly onboarding of Contractors to their accounts payment systems, due diligence, educating them on various compliance and other employment regulations including tax and labor and solidify agreements and execute statements of work, and ease of making payments to Contractors (“Customer Management Services”).

REGISTRATION

  • You may use elements of the Platform by simply visiting our website, but access to most of the Platform is available only to registered users.

  • You agree that you will provide truthful and accurate information when registering to use the Platform. The decision to accept a registration is in our discretion and we may revoke a registration at any time.

  • You may not register to use the Platform if you are already registered or if you were previously a registered user and we cancelled your account as a result of you being in breach of these Terms.

  • You need to provide your full legal name, a valid email address, your SSIN, EIN, TIN, address, certified copy of government issued ID verifying your identity including but not limited to your age, photo and address and any other relevant information to complete the sign-up process. We also need to have your business details (incorporation certificate, ownership details, financial details, nature of business, etc.) if you are applying on behalf of a business account.

  • You are responsible for maintaining the confidentiality of your password, account information and any External Review Links generated by you, and you are solely responsible for all activities that occur under your password, account or an External Review Link generated by you, and for any access to or use of the Platform by you or any person or entity using your password or an External Review Link generated by you, whether or not such access or use has been authorised by you.

  • Skuad will not be liable for any losses or damage arising from unauthorized use of your account or password, and you unconditionally agree to indemnify and hold Skuad harmless for any unauthorized, improper, or illegal use of your account and any charges incurred.

  • You must immediately notify us of any unauthorised use of your password or account, an External Review Link generated by you, or any other breach of security. We will not be liable for any loss or damage whatsoever resulting from the disclosure of your username and/or password contrary to these Terms.

  • You are responsible for ensuring that the information we hold about you is up to date. Please amend your details via the Platform as appropriate from time to time or contact us if you require assistance.

YOUR USE OF THE PLATFORM AND CONTENT STANDARDS

  1. You are responsible for making all technical arrangements necessary to access the Platform. You are also responsible for ensuring that all persons who access the Platform through your internet connection are aware of these Terms and that they comply with them.

  2. Without limitation, you may not use the Platform:

    1. in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;

    2. to send, or procure the sending of, any unsolicited or unauthorised electronic communication, advertising or promotional material or any other form of similar solicitation (spam); or

    3. to knowingly transmit any data or send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of the Platform or any computer software or hardware

  3. Whenever you make use of the Platform to allow you to upload content or make contact with other users of the Platform (each a Communication) you grant us a non-exclusive, royalty-free, worldwide, perpetual license to host, copy, store and make available such communication and agree to comply with the Content Standards.

  4. You must comply with the spirit and the letter of the Content Standards. The Content Standards apply to each part of any Communication as well as to its whole.

  5. Communications must not: contain any material which is defamatory of any person; contain any material which is obscene, offensive, hateful or inflammatory; promote or contain sexually explicit material; promote or contain violence; include gang signs or symbols; promote or contain discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; infringe any copyright, trade secret/know how, database right or trademark of any other person; be likely to deceive any person; be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence; promote any illegal activity; be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety; be likely to harass, vilify, upset, embarrass, alarm or annoy any other person; be used to impersonate any person, or to misrepresent your identity or affiliation with any person; give the impression that they emanate from us, if this is not the case; or advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

  6. You warrant that any such Communication complies with the Content Standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of such warranty. We will not be responsible, or liable to any third party, in respect of the content of any Communication.

  7. You agree to take reasonable precautions in all interactions with other users. Notwithstanding any other provision of these Terms the parties acknowledge and agree that:

    1. any information published on the Platform (including, without limitation, Briefs) (the “Platform Information”) will be available to users of the Platform;

    2. the publication of Platform Information by Skuad will not amount to a breach of any of Skuad's obligations under these Terms; and

    3. if you disclose your confidential information to another party on or via the Platform/Skuad and you wish to impose obligations of confidence on the other party in relation to such information, you should enter into a separate confidentiality agreement with the other party.

FEES AND PAYMENTS

  1. Customer must pay any applicable subscription fees applicable to any subscription package accepted by the Customer, the fees, any overages, and any other amounts payable by Customer directly to us in accordance with the Contract.

  2. Customer must pay to us

    1. the fee amount by the due date as specified via the Platform. Skuad reserves the right to determine (on a case-by-case basis) whether new Customers are required to pay a percentage of or the full

    2. any costs and expenses set out in the Contract (including, taxes, and other charges, etc.) by the payment method and currency stipulated via the Platform or applicable invoice (which may be updated from time to time);

    3. Skuad may modify your Payment Plan fees at any time and in its sole discretion upon at least 30 (thirty) days advance notice to you before the end date of your next billing cycle or based on the terms of your contract with Skuad; in case of conflict pursuant to this clause the terms of your contract with Skuad shall prevail;

    4. The above changes to Payment Plans will become effective at the end of the next billing cycle following your receipt of notice of the change. If you do not agree to the fee change, you must terminate your Payment Plan at least 7 (seven) working days prior to the end of your next billing cycle by sending a notice of termination or based on the terms of your contract with Skuad; in case of conflict pursuant to this clause the terms of your contract with Skuad shall prevail;

    5. Customer is solely responsible for conducting appropriate due diligence and ensuring the suitability prior to their engagement;

    6. If Customer fails to make any payment due under the Contract by the due date for payment, then, without limiting our remedies, Customer agrees to pay interest on the overdue amount at the rate of 2% per annum above our primary bank's standard overdraft rate or based on the terms of your contract with Skuad; in case of conflict pursuant to this clause the terms of your contract with Skuad shall prevail. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. Customer agrees to pay the interest together with the overdue amount;

    7. Customer agrees to make all payments under the Contract without withholding or deduction of, or in respect of, any taxes unless required by law. If any such withholding or deduction is required by law, Customer agrees to, when making the payment to which the withholding or deduction relates, pay to us such additional amount as will ensure that we receive the same total amount that we would have received if no such withholding or deduction had been required. In addition, where required to be paid by law, the Customer must provide to us a copy of the certificate of withholding (or analogous document).

  3. Customer acknowledges that:

    1. The payments under the Contract payable to Skuad are exclusive of taxes which, if applicable, shall be payable by Customer;

    2. We have no responsibility whatsoever in relation to the impact of exchange rate variations or payment gateway fees and charges;

    3. In the event a Customer determines that it is required to withhold any Taxes from any sums payable to us, the Customer is obligated to notify us in advance, setting out the legal basis for the withholding of these sums.

  4. Using Skuad’s Payments Partners

    1. Skuad would use various payments partners, technologies, licenses etc. to enable payments services on its platforms. Customer acknowledges the following disclosures as terms of using Skuad’s platform.

    2. When using Currency Cloud for payments services, the customer acknowledges the following:

      • In UK
        Payment services are provided by The Currency Cloud Limited. Registered in England No. 06323311. Registered Office: Stewardship Building 1st Floor, 12 Steward Street London E1 6FQ. The Currency Cloud Limited is authorised by the Financial Conduct Authority under the Electronic Money Regulations 2011 for the issuing of electronic money (FRN: 900199)In EU
      • In EU
        Payment services are provided by Currency cloud B.V. Registered in The Netherlands No. 72186178. Registered Office: Nieuwezijds Voorburgwal 296-298, 1012 RT Amsterdam Netherlands. The Currency Cloud B.V. is authorised by the De Nederlandsche Bank under the Dutch Financial Services Act (WFT) for the issuing of electronic money (No. R142701).
      • IN US
        Payment services are provided by The Currency Cloud Inc. which operates in partnership with Community Federal Savings Bank (CFSB) to facilitate payments in all 50 states in the US. CFSB is registered with the Federal Deposit Insurance Corporation (FDIC Certificate# 57129). The Currency Cloud Inc is registered with FinCEN and authorized in 39 states to transmit money (MSB Registration Number: 31000160311064). Registered Office: 104 5th Avenue, 20th Floor, New York, NY 10011.

AUTHORITY TO SKUAD

Payment Agent

  1. Contractors agrees and acknowledges to appoint Skuad as their authorized payment collection agent (“Payment Agent”) solely for the purpose of facilitating the receipt of payments (via its Payment Services Provider) from Customers for Services provided in connection with Contracts.
    Contractors agree that payment received from Customers by Skuad will be considered the same as payment made directly to Contractors, regardless of whether Skuad remits or fails to remit the payment to Contractors. Contractors also authorize Skuad in its role as Payment Agent to:

    • manage Customer credit and debit card chargebacks on behalf of Contractors;
    • issue refunds to Customers at the request of Contractors; and
    • hold, disburse and retain payments on behalf of Contractors pursuant to these Terms of Service, or otherwise instruct Skuad’s Payment Service Providers to do so.

    Contractors agrees and acknowledges to appoint Skuad as their authorized payment collection agent (“Payment Agent”) solely for the purpose of facilitating the receipt of payments (via its Payment Services Provider) from Customers for Services provided in connection with Contracts.
    Contractors agree that payment received from Customers by Skuad will be considered the same as payment made directly to Contractors, regardless of whether Skuad remits or fails to remit the payment to Contractors. Contractors also authorize Skuad in its role as Payment Agent to:

    manage Customer credit and debit card chargebacks on behalf of Contractors;
    issue refunds to Customers at the request of Contractors; and
    hold, disburse and retain payments on behalf of Contractors pursuant to these Terms of Service, or otherwise instruct Skuad’s Payment Service Providers to do so.

Payments to Contractors

  1. Customers may pay Contractors in any currency as supported by Skuad/Platform. Unless Customer instructs Skuad otherwise, Customer will be charged in the currency indicated on the applicable Contract, in the event a Customer elects to pay in another currency, the exchange rate will be calculated using forward foreign exchange rates available to Skuad and the maturity of the forward will be selected based on payment date of the relevant Contract with such Contractor. In any event, the actual payment amount, in the actual payment currency will be clearly disclosed to the Customer before the Customer completes the payment. Contractors may elect to be paid in any one of Skuad's supported currencies. Payment Service Provider retail fees and rates will be passed through to the Contractor.

Ownership Rights

  1. Except as set forth in any Contract or statement of work (SOW) between the Contractor and Customer, Contractor hereby agrees to grant all copyrights and all other intellectual property rights to the work and deliverables delivered to Customers in connection with Contracts (“Deliverables”), and the Contractor waives any and all moral rights to Deliverables. Deliverables will be considered work-for-hire under Singapore Copyright Act. All transfer and assignment of intellectual property to Customer will be subject to full payment pursuant to the relevant Contract terms.Customers may not use the Deliverables if payment is not made in full or the Contract is cancelled for any reason. Notwithstanding the foregoing, for custom Deliverables (such as art work, design work, report generation, etc.), the Deliverables will be the exclusive property of the Customer, and the Contractor assigns all rights, title, and interest in the Deliverables to the Customer. Contractors further confirm that whatever information they receive from the Customer that is not in the public domain, will be kept confidential and will not be shared or used for any purpose whatsoever other than for the delivery of the Deliverables or performance of services for the Customer pursuant to the Contract.

TERM; TERMINATION; SUSPENSION

The term of a Platform subscription will begin on the date of purchase of such subscription for a Relevant Contract (the “Effective Date”) and end on the earlier of (i) the duration of the underlying Relevant Contract, or (ii) one (1) year (the “Initial Term”), unless terminated earlier as provided herein.Customer or Contractor may terminate the Services and these Terms through User’s Account. Skuad may terminate the Services and these Terms by giving User at least thirty (30) days’ prior written notice. In addition to Skuad’s foregoing termination right, Skuad may immediately suspend or restrict User’s Account; suspend or restrict User’s access to the Platform or any Services; block User’s ability to use any particular feature of a Service; or immediately terminate the Services and these Terms, in each case with or without notice to User, in the event that: (i) Skuad has any reason to suspect or believe that User may be in violation of these Terms; (ii) Skuad determines that User’s actions are likely to cause legal liability for or material negative impact to Skuad; (iii) Skuad believes that User has misrepresented any data or information or that User has engaged in fraudulent or deceptive practices or illegal activities; (iv) Skuad has determined that User is behind in payment of fees for the Services and User has not cured such non-payment within five (5) days of Skuad providing User with notice of the non-payment; or (v) User files a petition for Bankruptcy or a similar state or federal law, or a petition under the applicable Bankruptcy Code or a similar state or federal law is filed against User. Furthermore, while Skuad strives to support a multitude of business and organization types, in certain unique situations, if Skuad cannot support the payroll-related filings for User’s business or organization type, Skuad may immediately terminate the Services and these Terms upon written notice to User.The termination of any of the Services or these Terms will not affect User’s or Skuad’s rights with respect to transactions which occurred before termination. Skuad will have no liability for any costs, losses, damages, penalties, fines, expenses, or liabilities arising out of or related to Skuad’s termination of these Terms.We reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behavior through the Services. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity, behavior or Content of anyone believed to have violated these Terms or to have engaged in illegal behavior in connection with the Services.Upon termination of any of the Service(s) and/or termination of these Terms, User’s right to access and use such terminated Services(s) will automatically terminate; provided, however, that Skuad will generally continue to provide User with the ability to access User’s Account in a limited capacity with respect to such terminated Service(s) to view and download information that was available in User’s Account at the time of termination of such Service(s) (the “Limited Access Rights”). While User has Limited Access Rights, User must use reasonable efforts to adequately secure, and keep confidential, any passwords or credentials for User’s Account, and any information accessible via User’s Account. Skuad may deny the Limited Access Rights to User, or Skuad may revoke the Limited Access Rights at any time, in its sole discretion.

CONFIDENTIALITY

Confidential Information" means any business and technical information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is identified as confidential or proprietary, or which should reasonably be understood to be confidential or proprietary. Confidential Information does not include information which Receiving Party can show (a) is or has become publicly available without its breach of these Terms; (b) was in its possession prior to disclosure, (c) was provided by a third party having a lawful right to make the disclosure; or (d) is required to be disclosed by law or a court order("Order"), provided the Receiving Party provides prompt written notice of the requirement and cooperates with Disclosing Party as reasonably necessary to limit or eliminate such requirement, if and to the extent permitted by such Order. Receiving Party will not use the Confidential Information of the Disclosing Party except for performance of its obligations under these Terms. The terms and conditions of these Terms, including without limitation any pricing terms hereof, shall be deemed the Confidential Information of Skuad. All User Content added by a User to the Platform shall be deemed Confidential Information of the User, provided however, that Skuad may use any data received from the User (including but not limited to User Content) for its own internal purposes, such as, without limitation, the general improvement of its products and services or in order to recommend its services to third parties.

SKUAD’S INTELLECTUAL PROPERTY

“Skuad Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are posted, generated, provided, or otherwise made available through the Services by Skuad, other than User Content. User Content and Skuad Content shall be collectively referred to herein as “Content.” Skuad and its licensors exclusively own all worldwide right, title, and interest in and to the Skuad Content, and also in and to the Platform and the Services, including in each case all associated intellectual property rights (“Skuad IP”). User acknowledges that the Platform, Services, and Skuad Content are protected by copyright, trademark, and other laws of Singapore and foreign countries. User agrees not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Platform, Services, or Skuad Content. These Terms does not convey any proprietary interest in or to any Skuad IP or rights of entitlement to the use thereof except as expressly set forth herein. Any feedback, comments, and suggestions User may provide for improvements to the Platform, Services, or Skuad Content (“Feedback”) is given entirely voluntarily and Skuad will be free to use, disclose, reproduce, license, or otherwise distribute and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind. Feedback includes, without limitation, feedback User provides to Skuad in response to any surveys Skuad conducts, through any available technology, about User’s experience. Subject to User’s compliance with these Terms, Skuad grants User a limited, non-exclusive, non-transferable, non-sublicensable license to access, view, and download Skuad Content solely in connection with User’s permitted use of the Platform for User’s own behalf.
Customer may provide Skuad with certain materials, documents, data, access to its system and other materials to be used by Skuad in the provision of the Services, including, without limitation, data of Customer available through Customer's Salesforce account (“Customer Material”). Customer owns all rights, title and interest in the Customer Material. Customer hereby grants Skuad and its successors and assignees a irrevocable, transferable, worldwide, royalty-free, fully paid-up and non-exclusive license under any of Customer's intellectual property, moral or privacy rights to use, display, and create derivative works of any Customer Material for the provision of the Services in accordance with the terms hereof.

AVAILABILITY OF THE PLATFORM

  1. To the maximum extent permitted by law, the Platform is provided on an "as is" basis without any warranties of any kind. We make no representations, warranties, or guarantees of any kind regarding the availability or operation of the Platform or that the Platform will be secure, uninterrupted, or free of defects.

  2. Your access to the Platform may be suspended or restricted occasionally to allow for maintenance, repairs, upgrades, or the introduction of new facilities or services. We will always try to limit the frequency and duration of any planned disruption, but we will not be liable to you if for any reason the Platform is unavailable at any time or for any period.

NO RELIANCE ON INFORMATION

Although we make reasonable efforts to update the information on the Platform, we make no representations, warranties or guarantees, whether express or implied, that the content on the Platform is accurate, complete or up-to-date

LINKS TO OTHER PLATFORMS OR THE PLATFORM

  1. You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to the Platform in any website or application that is not owned by you (save where expressly authorised under these Terms). The Platform must not be framed on any other website or application, nor may you create a link to any part of the Platform other than the home page (save where expressly authorised under these Terms).

  2. The website in which you are linking must comply in all respects with the Content Standards.

  3. We reserve the right to withdraw linking permission without notice.

COMPUTER VIRUSES

  1. We recommend that you ensure that computers and other devices used to access the Platform run up-to-date anti-virus software as a precaution, and you are advised to virus-check any materials downloaded from the Platform and regularly check for the presence of viruses and other malicious code.

  2. We will not be liable for any loss or damage caused by a virus or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Platform or to your downloading of any content from it, or from any website linked to it.

LIMITATION OF LIABILITY

Skuad is not responsible or liable for (i) User Content or anyone’s reliance on User Content; (ii) Resulting Errors or any consequences or Claims directly or indirectly arising from Resulting Errors; (iii) any consequences or Claims directly or indirectly resulting from User’s delay in providing, or User’s failure to provide, Skuad with information necessary for its provision of Services; (iv) unauthorized third-party actions taken in User’s Account and any transactions, consequences, or Claims arising therefrom; (v) User’s negligence or any negligence of User’s Account Administrator or Authorized Representative; (vi) any Claims, or portions of any Claims, that could have reasonably been avoided or mitigated by User through reasonable efforts; (vii) any circumstances or Claims arising out of or related to a Partner’s use of User’s Shared Information; (viii) any Requested Actions, or any consequences or Claims directly or indirectly resulting therefrom; or (ix) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow Skuad’s instructions with respect to the Services.

NEITHER SKUAD NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM, SERVICES, OR SKUAD CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, OR CONTENT, WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SKUAD HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO USER. IN NO EVENT WILL SKUAD’S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, OR CONTENT EXCEED THE AMOUNTS USER HAS PAID TO SKUAD FOR USE OF THE PLATFORM, SERVICES, OR CONTENT IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SKUAD AND USER.

ASSIGNMENT

  1. We may at any time assign, mortgage, charge, subcontract, sublicense or otherwise transfer any or all of our rights and obligations under these Terms.

  2. You may not assign, mortgage, charge, subcontract, sublicense or otherwise transfer any of your rights or obligations under these Terms without our prior written consent.

INDEMNIFICATION

User will indemnify and hold harmless Skuad and its officers, directors, employees, and agents (the “Indemnified Parties”), from and against any claims, disputes, demands, liabilities, damages, losses, costs, judgements, penalties, fines, and expenses (including, without limitation, reasonable legal and accounting fees) (collectively, the “Claims”), arising out of or in any way connected with (i) User’s access to or use of the Platform, Services, or Content; (ii) User Content; (iii) User’s violation or alleged violation of these Terms; (iv) User’s violation or alleged violation of any third party right, including without limitation any right of privacy or publicity, or any right provided by any labor or employment law, rule, or regulation, or any intellectual property right; (v) User’s violation or alleged violation of any applicable law, rule, or regulation, including but not limited to wage and hour laws; (vi) User’s violation of the NACHA Rules; (vii) User’s gross negligence, fraudulent activity, or willful misconduct; (viii) Skuad’s or any other Indemnified Party’s use of or reliance on information or data furnished by User, an employee or independent contractor of User, User’s Account Administrator, or User’s Authorized Representative in providing the Services, or otherwise in connection with these Terms; (ix) actions or activities that Skuad or any other Indemnified Party undertakes in connection with the Services or these Terms at the direct request or instruction of anyone that Skuad or any other Indemnified Party reasonably believes to be User, an Account Administrator, or an Authorized Representative (each such action or activity, a “Requested Action”); (x) Skuad’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions; or (xi) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow Skuad’s instructions with respect to the Services.

CHANGES TO THESE TERMS, PLATFORM, OR SERVICE

Skuad may modify the Agreement at any time, in Skuad’s sole discretion. If Skuad does so, Skuad shall let User know either by posting the modified Agreement on the Platform or Site or through other communications. It is important that User reviews the Agreement whenever Skuad modifies it because if User continues to use the Platform or Services after Skuad has notified User of the modification and the modified Agreement has been posted on the Platform or Site, User is indicating to Skuad that User agrees to be bound by the modified Agreement. If User does not agree to be bound by the modified Agreement, then User may not continue to use the Platform or Services. Because the Platform and Services are evolving over time, Skuad may change or discontinue all or any part of the Platform, Services, or Skuad Content at any time and without notice, at Skuad’s sole discretion.

FORCE MAJEURE

Without in anyway limiting the remaining limitations on Skuad’s and Skuad’s Affiliates’ liability and responsibility set forth herein, neither Skuad, nor Skuad’s Affiliates shall be liable in any way because of any delay or failure in performance due to circumstances or causes beyond its control, which shall be deemed to include, without limitation, strike, lockout, embargo, epidemic or other outbreak of disease, riot, war, act of terrorism, flood, fire, act of God/nature, accident, failure or breakdown of components necessary for completion, Customer, subcontractor or supplier delay or non-performance, inability to obtain or shortages in labor, materials, protective gear, other supplies, or manufacturing facilities, compliance with any law, or circumstances or conditions which in the discretion of Skuad may pose a material risk to the health or safety of the employees of Skuad, its Affiliates or its subcontractors.

MISCELLANEOUS

  1. No Waiver. The failure by Skuad to insist upon strict compliance with any provision of these Terms of Use shall in no way constitute a waiver of any of your obligations or Skuad’s rights hereunder, whether at law or in equity, including, without limitation, the right to insist on strict compliance thereafter;

  2. No Agency. Nothing contained herein shall be construed as creating an agency, joint venture, partnership or similar relationship between you and Skuad;

  3. Validity. If/to the extent any provision of these Terms of Use is held to be unenforceable by a court or other tribunal of competent jurisdiction, such provision shall be enforced to the maximum extent allowed by law consistent with the terms hereof and the remainder of these Terms of Use shall continue in full force and effect;

  4. Governing Law, Choice of Forum, Disputes Resolution. You agree that all matters relating to your access to or use of the Platform, these Terms including all disputes, will be governed by the laws of Singapore and by the laws Singapore without reference to its conflict of laws principles. Subject to Clause  18.4, the courts in Singapore shall have exclusive jurisdiction over all matters arising pursuant to these Terms.
    Any claim under these Terms must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. If any dispute or difference arises between any of the Parties hereto during the subsistence of these Terms or thereafter, in connection with the validity, interpretation, implementation or alleged breach of any provision of these Terms, the Parties shall endeavor to settle such dispute amicably. The attempt to bring about an amicable settlement shall be considered to have failed as soon as one of the Parties hereto, after reasonable attempts (which attempt shall continue for not less than 30 (thirty) days), gives 30 (thirty) days’ notices thereof to the other Party in writing.
    Any dispute arising out of or in connection with these Terms including any question regarding its existence, validity or termination which are not resolved as per Clause 18.4 shall be referred to arbitration in Singapore according to the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC”) for the time being in force which rules are deemed to be incorporated by reference into this Clause. The seat of the arbitration shall be Singapore. The arbitration tribunal shall consist of one (1) arbitrator to be appointed by the President of the Court of Arbitration of the SIAC. All arbitration proceedings shall be in the English language. The award rendered by the arbitrator shall, in addition to dealing with the merits of the case, fix the costs of the arbitration.
    The award rendered by the arbitrator shall be final, conclusive, and binding on all Parties to these Terms, whether or not such Parties have taken part in the arbitration and shall be subject to forced execution in any court of competent jurisdiction and hereby further irrevocably and unconditionally waive and agree not to plead or claim that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

ELECTRONIC TRANSMISSION

These Terms, and any amendments hereto, by whatever means accepted, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effect as if it were an original signed version thereof, delivered in person. Neither party hereto shall argue that a contract was not formed hereunder based on either (i) the use of electronic means to deliver a signature or to indicate acceptance of these Terms or (ii) the fact that any signature or acceptance of these Terms was transmitted or communicated through electronic means, and each party forever waives any related defense.

WARRANTY DISCLAIMERS

Customer’s use of the Platform, Services, and Content is entirely at the Customer’s own risk. Skuad is not in the business of providing legal, regulatory, tax, financial, accounting, employment, or other professional services or advice. Any information provided by Skuad via the Platform or otherwise is meant for informational purposes only and should not be interpreted as professional advice. The user should consult a professional that is trained or licensed in the relevant area if the User needs such assistance. Notwithstanding the foregoing, Skuad’s licensed health insurance brokers may provide professional advice regarding health insurance to Users that subscribe for Skuad’s health insurance brokerage services. In addition, certain Partners have licensed professionals who may provide professional advice.Skuad does not warrant, endorse, guarantee, or assume responsibility for any product or service, including without limitation Third-Party Services, advertised or offered by a third party through the Platform or any hyperlinked website or service, and Skuad will not be a party to or in any way be responsible for monitoring any transaction between User and third-party providers of products or services.Skuad works with third-party service providers to provide the Services, and unless otherwise stated in an agreement between User and any such third-party service provider, the third-party service providers (i) make no warranty as to the accuracy or completeness of the information provided to User, and (ii) disclaim express warranties or implied warranties imposed by law with respect to the services they provide, whether directly or indirectly, to User.

CONTACT INFORMATION

If you have any questions about these Terms, the Platform, or the Services, you may contact Skuad at legal@skuad.io. Any feedback you provide on this website shall be deemed to be non-confidential. Skuad shall be free to use such information on an unrestricted basis.

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