Terms of Service 

Squarely Pte Ltd (hereinafter known as “Squarely”) provides the Squarely website (the “Platform”) and various related services (collectively, the “Services”) to you (“you” or “User”) subject to your compliance with all the terms, conditions, and notices contained or referenced herein (the “Terms of Service” or “Agreement"). In addition, when using particular services or materials on the Platform, you shall be subject to any posted rules applicable to such services or materials that may contain terms and conditions in addition to those in these Terms of Service. All such guidelines or rules are hereby incorporated by reference into these Terms of Service.

BY CLICKING THE “I HAVE READ AND AGREE TO THE TERMS & CONDITIONS” CHECKBOX DISPLAYED AS PART OF THE REGISTRATION PROCESS, YOU AGREE TO THE FOLLOWING TERMS OF SERVICE GOVERNING YOUR USE OF CONTENT FINANCE SERVICES AND SQUARELY'S PRIVACY STATEMENT.

Squarely expressly reserves the right to change these Terms of Service from time to time without notice to you. You acknowledge and agree that it is your responsibility to review this site and these Terms of Service from time to time and to familiarize yourself with any modifications. Your continued use of this site after such modifications will constitute acknowledgement of the modified Terms of Service and agreement to abide and be bound by the modified Terms of Service.

USER REGISTRATION
You agree to provide accurate, current, and complete information about you or any entity on whose behalf you will access the service at the time of registering an account in order to access the Squarely Platform (the “User Account”). You are solely responsible for maintaining the confidentiality of your User Account and password, and you are responsible for all activities that occur under your User Account by you or any authorized user of your User Account.

GRANT OF LICENSE
Squarely grants User a limited, revocable, non-exclusive, non-transferable right and license to use the Platform solely for your own personal or internal use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works, or other use.

Except as expressly licensed herein, Squarely retains all right, title and interest in (including but not limited to all confidentiality, copyright, trade secret, patent and other intellectual property rights) to the Platform, and any and all upgrades, enhancements, modifications or derivative works of the Platform.
 
User will not, and will not allow any end user or third party under its direction and control, to:
 
(i) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas, technology or algorithms of the Platform by any means whatsoever, or replicate the functionality of the Platform for any purpose; 
(ii) license, share, lend, host, or otherwise transfer in any manner the Platform to or for the benefit of any third party; or, 
(iii) disclose any performance information or analysis from any source relating to the Platform.
User will not authorize or permit any unaffiliated third party, including but not limited to direct competitors to Squarely, to use the Platform without Squarely’s prior written consent, which may be withheld at its discretion. All rights not expressly granted by Squarely hereunder are reserved by Squarely. These restrictions shall survive the termination of this Agreement.

DATA OWNERSHIP

USER DATA
In order for Squarely to provide Services, Squarely may collect information about you (“User Data”). All User Data is the sole the property of User and Squarely has no ownership rights in any User Data. User Data includes, without limitation, all information provided by User to Squarely, the services of third parties such as YouTube, and your use of Squarely’s Platform. Squarely shall adopt adequate archival procedures to store the User Data. In the event of any loss or corruption of User Data, Squarely shall use commercially reasonable efforts to restore the lost or corrupted User Data from the latest backup of such User Data maintained by Squarely in accordance with its archival procedures. Squarely shall not be responsible for any loss, destruction, alteration, unauthorized disclosure or corruption of User Data caused by any third party. 

SQUARELY’S EFFORTS TO RESTORE LOST OR CORRUPTED USER DATA PURSUANT TO THIS SECTION SHALL CONSTITUTE SQUARELY’S SOLE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY LOSS OR CORRUPTION OF USER DATA.

Squarely reserves the right to establish or modify its general practices and limits relating to storage of User Data.

GRANT OF LICENSE TO SQUARELY OF USER DATA
You grant to Squarely a limited, royalty-free license to use, reproduce and modify User Data solely as necessary for Squarely to provide Services for you and to perform its other obligations to you. User’s license to Squarely includes the right to collect User Data, either directly from User, third party services authorized by User, or through other means such as the use of redirects and pixels. Squarely will not disclose User Data to any third party unless such disclosure is
(i) approved by User, or 
(ii) is made by Squarely in response to legal process, and provided that Squarely has given User reasonable notice of, and a reasonable opportunity to contest, such legal process.

GRANT OF LICENSE TO SQUARELY OF AGGREGATED ANONYMOUS DATA
So that Squarely may improve and promote its offerings, you grant Squarely a perpetual, unlimited, royalty-free license to aggregate User Data with other data, (and/or segregate portions of the User Data) so that it is non-personally identifiable with respect to User (“Aggregated Anonymous Data”). User agrees that Squarely may create Aggregated Anonymous Data, and may use, reproduce, distribute, execute, display and commercially use the Aggregated Anonymous Data at its discretion. Squarely may disclose Aggregated Anonymous Data to third parties, publish it through its website, blog, or by other means, and may transfer or sublicense its rights with respect to Aggregated Anonymous Data. User shall have no interest in such Aggregated Anonymous Data or any use thereof by Squarely. This license shall survive the termination of this Agreement.

YOUR OBLIGATIONS

INTERNET ACCESS AND COMMUNICATION
To use the Services, you must have access to the Internet, either directly or through devices that access Web-based content. You must provide all equipment necessary to make (and maintain) such connection to the Internet. You are solely responsible for your equipment, connection, and all other networking and storage devices that you use to connect to the Services.

You shall be solely responsible for all costs, fees, expenses, and taxes of any kind related to the foregoing. Squarely shall not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications and Internet services. 

You agree to provide Squarely with your e-mail address, to promptly notify Squarely of any changes to your e-mail address, and to accept e-mail or other electronic communications from Squarely that are necessary to communicate with you about the Service. 

Squarely may provide any and all notices, statements and other communications to you through e-mail, posting a notice in your User Account, or posting elsewhere on the Platform, and you expressly release and shall hold Squarely harmless from any responsibility to communicate with you other than through e-mail or electronic means of the Squarely’s choosing. 

You agree that as long as Squarely provides conspicuous notice in your User Account or elsewhere on the Platform, Squarely shall have no liability for failure to notify you via e-mail, including for improper address, filtration, bounce-back, erroneous transmission or other e-mail or technical malfunction.

USER RESPONSIBILITY
You are solely responsible for all activity occurring under your User Account and shall abide by all applicable local, state, national and foreign laws, treaties, and regulations in connection with your use of the Services, including those related to data privacy, international communications, and the transmission of technical or personal data. 

You are solely responsible for maintaining the confidentiality of your User Account and password and for restricting access to your computer(s), and you are responsible for all activities that occur under your User Account by you or any authorized user of your User Account. You shall promptly notify Squarely of any suspected or alleged violation of this Agreement including any unauthorized use of any password or User Account or any other known or suspected breach of security. You shall cooperate with Squarely with respect to: (a) investigation by Squarely of any suspected or alleged violation of this Agreement and 
(b) any action by Squarely to enforce this Agreement. Squarely may suspend or terminate any User Account in the event that Squarely reasonably determines that such User Account has been involved in a violation of this Agreement. 

You remain liable for the losses incurred by Squarely or others due to any unauthorized use of your User Account or any User Account created by you, including but not limited to any charges associated with any unauthorized use.

MARKETING
You grant Squarely a non-exclusive, perpetual, royalty-free fully paid up limited right to use your name, trademarks, service marks and logos in the production of marketing materials promoting the Squarely and the Services, provided that such use is in accordance with your trademark and intellectual property use guidelines. Squarely will always ask for your approval before featuring your name and likeness in our marketing materials.

THIRD PARTY SITES
Squarely’s Service may provide links to third party sites or resources. Squarely has no control over such third party sites or resources and you acknowledge and agree that Squarely is not responsible for the availability of such external resources and does not endorse and is not liable for any content, advertising, products or other materials available from or on such sites or resources. Any transactions or activity between you and any third party site or resource is solely between you and the applicable third party, and any terms, conditions, warranties or representations associated with such activity shall be between you and them. You recognize that certain third party providers of ancillary services may require your agreement to additional or different license or other terms prior to your use or access of their sites or services. Any such agreement shall not in any way modify your Agreement here with Squarely. If you are referred to a third party site as an affiliate of Squarely, then you agree to permit such third party site to share details of your transactions with them with Squarely. Squarely utilizes the YouTube API for YouTube related data gathered. By using Squarely, you are also agreeing to be bound by YouTube Terms of Services. For more information, please see YouTube terms of services.

REPRESENTATIONS AND WARRANTIES

User represents and warrants that:
(i) any content or information provided by User will not contain any information or materials that is unlawful, hateful, threatening, obscene, defamatory or offensive, and
(ii) any content or information provided by User will not violate any law, regulation or rights of any third party including, without limitation, intellectual property rights or rights of publicity or privacy.

DISCLAIMER
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT), GUARANTEES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS, OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN, OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE ACCURACY OF ANY ADVICE, GUIDANCE OR VALUATION OF USER’S BUSINESS. SQUARELY DOES NOT WARRANT THE RESULTS OF THE SERVICES, THAT THE SERVICES WILL MEET USER’S BUSINESS GOALS OR OTHER REQUIREMENTS OR EXPECTATIONS (OR, IF ACHIEVED, THAT SUCH RESULTS WILL BE SUSTAINABLE), THAT THE PROVISION OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE, OR THAT ANY ERROR IN THE SERVICES WILL BE CORRECTED. USER ACKNOWLEDGES THAT THE SERVICES MAY BE INACCESSIBLE, UNAVAILABLE OR INOPERABLE FROM TIME TO TIME.

LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, Squarely SHALL NOT BE LIABLE TO USER, OR ANY THIRD PARTY, FOR (I) ANY PUNITIVE DAMAGES OR INDIRECT OR CONSEQUENTIAL LOSS, DAMAGE, COSTS OR EXPENSE OF ANY KIND WHATSOEVER AND HOWSOEVER CAUSED, WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, STATUTE OR OTHERWISE, INCLUDING, (WITHOUT LIMITATION) LOSS OF PRODUCTION OR BUSINESS, LOSS OF OR CORRUPTION TO DATA, LOSS OF PROFITS OR OF CONTRACTS, LOSS OF OPERATION TIME AND LOSS OF GOODWILL OR ANTICIPATED SAVINGS, EVEN IF ADVISED OF THEIR POSSIBILITY, OR (II) THE COST OF PROCURING SUBSTITUTE GOODS, SERVICES, TECHNOLOGY OR RIGHTS. Squarely SHALL NOT BE LIABLE TO ANY PARTY FOR ANY AMOUNT IN EXCESS OF THE AMOUNT IN AGGREGATE PAID TO SQUARELY BY USER HEREUNDER DURING THE SIX (6) MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.

INDEMNIFICATION
You agree to indemnify, defend and hold Squarely, and its respective officers, directors, shareholders, affiliates, employees, agents, representatives, solicitors and /or attorneys harmless from any liability, loss, claim and expenses (including reasonable solicitor/attorneys’ fees) related to your violation of this Agreement or use of the Services.

MISCELLANEOUS

ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement of the parties, incorporating herein all previous negotiations and agreements, superseding all prior or contemporaneous proposals, communications and understandings, whether written and oral.

WAIVER
The failure of Squarely to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. Any waiver of this Agreement by Squarely must be in writing and signed by an authorized representative of Squarely.

ASSIGNMENT
Neither party may assign this Agreement to a third party without the prior express written consent of the other party, which consent shall not be unreasonably delayed or withheld; provided however, Squarely may assign this Agreement to (i) an affiliate of such party, or (ii) any acquirer of all or of substantially all of such party’s equity securities, assets or business related to the subject matter of this Agreement.

SEVERABILITY
If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.

COMPLIANCE WITH LAW
Each party shall be responsible for compliance with all applicable laws, rules and regulations, if any, related to the performance of its obligations under the Agreement.

INDEPENDENT CONTRACTORS
Nothing in the Agreement, or in the business or dealings between the parties, shall be construed to make them joint venturers or partners with each other. Neither party shall do anything to suggest to third parties that the relationship between the parties is anything other than that of independent contractors.

JURISDICTION AND VENUE; SOLICITOR’S FEES
This Agreement shall be governed by the laws of the Republic of Singapore without respect to choice of law rules, and the parties hereby consent to exclusive jurisdiction and venue in the state and federal courts in Republic of Singapore. The prevailing party in any dispute shall be responsible for the other’s party’s reasonable attorney’s fees.

SURVIVAL
In addition to any provisions specified herein, the complete sections entitled “Marketing,” “Representations and Warranties,” “Limitation of Liability,” and “Indemnification” and the sub-section entitled “User Responsibility” shall survive the termination of this Agreement.

TERMINATION
Squarely may terminate this Agreement at any time, with or without notice, for any reason. Upon expiration or termination of this Agreement, Squarely shall have no obligation to deliver any copy of the User Data to you and may delete such User Data at any time.

CONTACT INFORMATION
If you have any questions regarding these Terms of Service, please contact us at support@gosquarely.com

If we modify our Terms of Service, we will post the revised statement here, with an updated revision date.

Date Posted: 27/04/2023