Effective: May 12, 2022
EVERBOOST TERMS OF SERVICE
PLEASE CAREFULLY READ THESE TERMS OF SERVICE AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS, INCLUDING ALTERNATIVE DISPUTE RESOLUTIONS. This legal agreement contains the terms of service (“Agreement” or “Terms of Service’) between You, an individual, (“You”, “User”, or “Client”) and Everboost Entertainment, Inc. (“CarrySquad”) with the registered address at 221 N. Broad Street, Suite 3A, Middletown, DE 19709 regarding the use of the website located at www.carrysquad.com, all affiliated websites, including mobile applications and websites, owned, operated, or administered by us, or our predecessors or successors in interest (collectively, the “Site”), all services, applications, and products that are accessible through the Site and all our mobile applications that link to or reference this Agreement (collectively, the “Services”). CarrySquad provides an online marketplace where individuals (“Clients”) can seek to acquire in-game training and assistance (the “Services”) from professional players and experts (“Service Providers”.) Through CarrySquad website, Clients and Service Providers (collectively, “Users”) can identify and engage each other in providing such Services. CarrySquad facilitates the provision of Services between the Users but does not function as a party to the provision of the Services or the Contract (as defined below). If Clients agree on terms for the Services, a service contract (a “Contract”) is formed directly between such Client and the Service Provider, subject to the provisions set forth in Section 4 of this Agreement.
2) CHANGE IN THE TERMS OF SERVICE CarrySquad reserve the right to discontinue, amend, or modify any part of these Terms of Service as we deem necessary or desirable, at any time. CarrySquad suggests that You revisit our Terms of Service from time to time to ensure that You stay informed of any such changes to the Services. CarrySquad will provide reasonable notice before any amendments, including material changes, to these Terms of Service take effect. Your continued use of the Services, after the update of these Terms of Service, shall constitute acceptance of the modified Terms of Service. CarrySquad reserve the right to change or discontinue any aspect or feature of the Services including, but not limited to, requirements for access or use. Any revisions to the Terms of Service will take effect on the noted effective date.
3) OWNERSHIP OF THE CARRYSQUAD SERVICES Between the parties, You own Your Content (as defined below). CarrySquad owns Site and Services content, including but not limited to visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, mobile applications, aggregate user review ratings, and all other elements and components of the Services excluding Your Content, other user Content, and any other content posted on the CarrySquad Services (collectively, “CarrySquad Content”). CarrySquad also owns the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world (“IP Rights”) associated with our Content and the Services, which are protected by copyright, trade dress, patent, trademark laws, and all other applicable intellectual and proprietary rights and laws. As such, You may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display, or in any way exploit any of our Content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant You any express or implied rights, and all rights in and to the Services are retained by us. For purposes of these Terms of Service, the term “Your Content” means any information, messages, images, photos, videos, files, personal or technical data, or any other type of information that You transmit or post through the CarrySquad Services.
4) USING THE CARRYSQUAD SERVICES CarrySquad provides Services according to subscription plans that allow Clients to access Services over the Internet. Subscription plans are subject to unilateral change at our sole discretion, all currently available subscription plans are stipulated at www.carrysquad.com.
a) Eligibility To access or use the CarrySquad Services and to create an Account, You must be, and hereby represent that You are, an individual 13 years or older who can form legally binding contracts. If You are between the ages of 13 and the age of majority where You live, You must review these Terms of Service with Your parent or guardian to confirm that You and Your parent or guardian understand and agree to it. In such instance, Your parent or guardian shall be considered a party to this Agreement until You attain the age of majority. You may not access or use the Services if You are a competitor of CarrySquad or if we have previously banned You from the Services or closed Your Account. Services shall not be used in any jurisdiction where its use violates a law or regulation, or which would require CarrySquad to registration requirements. You certify, by registering and/or using Services that You are not on any list of restricted persons with whom it is unlawful to do business, nor that the use of Services and/or Site is prohibited by applicable laws, regulations, treaties, or administrative acts. CarrySquad reserves the right to limit the availability of its Services and/or content, program, product, or other features to any person or jurisdiction, at any time and at its sole discretion. You further certify and agree, that by registering and/or using Services, You are financially responsible for the use of the Site and the purchase and delivery of the Services and that You will perform Your obligations as specified in any Contract that You accept. CarrySquad reserves the right to refuse, suspend, or terminate Your access to its Site and its Services for any reason, including, but not limited to the event that CarrySquad discovers that any information You have provided is not true, accurate, or complete, or that it violates this Agreement.
b) Site Availability The CarrySquad Services may be modified, updated, interrupted, suspended, or discontinued at any time without notice or liability.
c) User Accounts You are required to create an Account and provide certain information about Yourself in order to use the Services. If You are a Service Provider, You represent and warrant that You use Your Account to market Your services to others for the purpose of entering into independent contractor relationships with other Users of the Services. You agree to provide true, accurate, and complete information on Your Account and all registration and other forms You access through the CarrySquad Site or provide to us and to update Your information to maintain its truthfulness, accuracy, and completeness. You may not impersonate any other person or use a name that is not Your own. You may only have ONE Account to use the Services, and You may not share Your Account or any of the Services with others, at any time and for any reason. CarrySquad reserve the right, in our sole discretion, to refuse, suspend, or revoke Your access to the Services if we learn that any information You provided on any form or posted through the Services is not true, accurate, or complete, or such information or other conduct otherwise violates the CarrySquad Terms of Service, or for any other reason at our sole discretion. When You create an Account and from time to time thereafter, Your Account may be subject to verification of Your identity and any information that You had provided to us; and You authorize CarrySquad, directly or through third parties, to make any inquiries necessary to validate the foregoing, subject to applicable law. Each User is responsible for maintaining the confidentiality of such User’s Account password. You are also responsible for all activities that occur in connection with Your Account. You agree to notify us immediately of any unauthorized use of Your Account. You agree not to use the account, username, or password of another user of Services, nor to disclose Your password to any third party. The CarrySquad Services may be made available through Facebook, Twitter, Google, and other services, which require an active account with the applicable service, and You hereby represent and warrant that You have read and agreed to be bound by all applicable policies governing the use of such service and will act in accordance with those policies, in addition to Your obligations under these Terms of Service. If You sign into Services through Facebook, Twitter, Google, and other services, You will provide Your account credentials with such service to CarrySquad, and You are consenting to have the information in that account transmitted into Your CarrySquad account, and You agree that You shall only use the accounts owned by You, and not by any other person or entity.
d) Feedback CarrySquare encourages Clients to leave objective and accurate feedback about Service Providers. As a Service Provider, You agree to be rated by the Clients within a rating system along with several criteria, as determined by CarrySquad’s sole discretion, through which Clients express their opinions publicly. As a Service Provider, You agree that CarrySquad may calculate a composite feedback number, based on these individual ratings. You further acknowledge and agree that CarrySquad is not responsible for monitoring, censoring, or investigating any Clients’ feedback for accuracy or reliability. You may be held responsible, as a Client or Service Provider, for damages suffered by other Users or third parties, as a result of Your ratings, comments, and/or remarks, if a court finds that those are defamatory or otherwise legally actionable. CarrySquad is not legally responsible for any ratings, feedback, or comments posted or made available on its Site by any Users or third parties, even if the information is found to be defamatory or legally actionable.
5) RELATIONSHIP BETWEEN SERVICE PROVIDER AND CLIENT
a) Contract Service Provider and Client enter into a Contract to perform specific Services when Client accepts Service Provider’s offer through the CarrySquad Services (a “Contract”). You acknowledge and agree that CarrySquad is not a party to any Contract, and that the formation of a Contract between the Users will not, under any circumstance, create an employment or other service relationship between CarrySquad and any User.
c) Termination of Contract Once a Client’s Payment Method has been charged to fund the Holding Account for the Contract, absent a full refund to Client by Service Provider, the Contract does not terminate until the Services are completed. Either Client or Service Provider has the right to terminate a Contract at any time with the consent of the other party or in the event of a material breach by the other party.
6) PAYMENT TERMS
a) Clients and Service Providers Accounts Upon Client making a purchase and transferring money to CarrySquad, CarrySquad will establish and maintain a “Client Account” to hold funds for the Client to use to make payments pursuant to Contracts and pay Service Fees (as defined below) to CarrySquad. Upon Service Provider registering an Account and providing a Payment Method, CarrySquad will establish and maintain a “Service Provider Account” in which Service Provider shall receive payments under Contracts, withdraw payments, pay ancillary service fees, and pay Service Fees to CarrySquad.
b) Funding Client Holding Account When Client and Service Provider enter into a Contract, Client authorizes CarrySquad or applicable third-party payment-processor to charge Client’s Payment Method in the amount agreed between Client and Service Provider pursuant to a particular Contract (the “Contract Fees”). Both Client and Service Provider authorize CarrySquad to establish and maintain a separate account to receive, hold, and release Contract Fees (the “Holding Account”). Both Service Provider and Client acknowledge and agreem that the Holding Account is not insured and that they are not entitled to nor will receive interest or other earnings on the funds held in the Holding Account prior to any disbursement.
c) Refunds and Cancelation Client and Service Provider are encouraged to come to a mutual agreement if refunds or cancellations are necessary. If Client and Service Provider fail to come to a mutual resolution by way of the Refund and Cancellation process as stated below, CarrySquad will review the Dispute and propose a binding resolution (Dispute Resolution Program.) CarrySquad is not responsible for any liability related to the Refund and Cancellation process or Dispute Resolution Program from either the Client or the Service Provider. In the event that a Service Provider wants to terminate a Contract, Service Provider must instruct CarrySquad to close the Contract. Client has the ability to cancel his or her order (by making an appeal to CarrySquad, under the Dispute Resolution Program, which will be considered within 48 hours) for a full or partial refund minus Service Fees, under the following cases. i) the Service Provider does not respond and does not accept the order; ii) the Service provider has accepted the order but refuses to fulfill it; ii) the Service Provider accepted the order, started to implement, but cannot complete the order; iii) during the order fulfillment the customer has decided to cancel the order, however, cancellation may be denied if Service Provider did not break any conditions. In the event that a Client wants to terminate a Contract, Client must instruct CarrySquad to close the Contract. Service Provider must either approve or dispute the Client’s cancellation within four (4) calendar days. If Service Provider takes no action within four (4) calendar days from the date of the notification of cancellation, the Contract shall be considered canceled. If Service Provider disputes the cancellation, the Dispute will be resolved pursuant to the Dispute Resolution Program. When Service Provider or Client terminates a Contract, Service Provider and Client agree that CarrySquad is authorized and irrevocably instructed to immediately release to the respective party, all funds held by CarrySquad associated with such Contract, less all Service Fees. If a Client purchases a CarrySquad Services subscription, the refund is available with deductions for the already rendered services to Client.
d) Dispute Resolution Program Client or Service Provider may make a request for a resolution through the CarrySquad Dispute Resolution Program. Requests must be made no later than sixty (60) days after the last provision of Services under a Contract. If either Client or Service Provider respond to the notice of Dispute and request for information, then CarrySquad will review the documentation submitted and any information available through the CarrySquad that pertains to the Dispute. After review, CarrySquad will propose a binding resolution based on the results of the review. Client and Service Provider agree that CarrySquad is authorized to decide the Dispute within its sole discretion. Client and Service Provider acknowledges and agree that CarrySquad’ decision is final, and that it may be entered in and enforced by any court of competent jurisdiction.
e) Release of Funds Client and Service Provider irrevocably authorize and instruct CarrySquad to release applicable portions of the Holding Account (each portion, a “Release”) to the Service Provider Holding Account or Client Holding Account, as applicable upon the occurrence of and in accordance with one or more Release Conditions provided below, or as otherwise permitted by applicable law or court order, and by CarrySquad internal procedures. “Release Condition” means any of the following: a) Client directs CarrySquad to release funds to Service Provider; b) Client and Service Provider have submitted joint written instructions for a Release; c) Client and Service Provider agree to terminate the Contract; d) Client does not dispute the Release within four (4) calendar days from the receipt of notification from Service Provider that Services have been performed; e) Client or Service Provider has failed timely to respond to the CarrySquad Dispute Resolution Program’s notification; f) submittal of the final decision from the Dispute Resolution Program.
f) CarrySquad’s Right to Suspend Disbursements Notwithstanding any other provision of the Terms of Service, and except as prohibited by applicable law, if we determine in our sole discretion that You have violated the Terms of Service, or if we required additional information, or suspect fraud, we may hold the disbursement of Contract Fees.
g) Non-payment by Client In the event that Client fails to pay the Contract Fees, whether by canceling Client’s credit or debit card, initiating an improper chargeback, or any other means, CarrySquad may suspend or close Client’s Account and revoke Client’s access to the CarrySquad Site and Services, and to seek all available remedies under the law. In the event that CarrySquad is required to pursue legal action against a User, CarrySquad shall also be entitled to reimbursement of attorneys’ fees and other costs of collection to the extent permitted by applicable law.
h) Taxes Service Provider shall be solely responsible for: a) determining whether Service Provider or CarrySquad is required by the applicable law to remit to the appropriate authorities value added or any other taxes or similar charges applicable to the Contract and remitting any such taxes or charges to the appropriate authorities on behalf of itself or CarrySquad, as appropriate; b) determining whether CarrySquad is required by the applicable law to withhold any amount of the Payments; and c) notifying CarrySquad of any such requirements. To the extent required by applicable law, CarrySquad will provide required tax forms to Clients and Providers, as applicable. Service Provider shall be solely responsible for all taxes and fees that may arise from this Agreement and the Contract with Clients, and shall indemnify CarrySquad for any requirement to pay any withholding amount to the appropriate authorities, including but not limited to all penalties and interest.
i) Service Fees All fees to use the Services are paid solely by the Clients. When a Client pays a Service Provider, or when funds related to a Contract are otherwise released to a Service Provider, CarrySquad will automatically deduct the CarrySquad service fee from Contract Fees (the “Service Fees”).
j) Payment Methods For the purpose of this Agreement, Payment Method means a valid credit card issued by a bank acceptable to CarrySquad, a bank account linked to Your Account, a PayPal account, a debit card, or such other method of payment as CarrySquad may accept from time to time in our sole discretion. User hereby authorizes CarrySquad to run credit card authorizations on all credit cards provided by User, to store credit card and banking or other financial details as User’s Payment Method, and to charge User’s credit card (or any other Payment Method.) When Client authorizes the payment of Contract Fee, Client automatically and irrevocably authorizes and instructs CarrySquad to charge Client’s Payment Method for the Contract Fees. By providing Payment Method information through the Services, Client represents, warrants, and covenants that: a) Client is legally authorized to provide such information; b) Client is legally authorized to perform payments using the Payment Method; and c) such action does not violate the terms and conditions applicable to Client’s use of such Payment Method or applicable law. When Client authorizes a payment using a Payment Method via the Services, Client represents, warrants, and covenants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or other Terms of Service cannot be collected from Client’s Payment Method, Client is solely responsible for immediately paying such amounts by other means as accepted by CarrySquad.
8) USER’S ACTIVITIES You agree that You will not use Your access to the Services for any unfair advantage or cheating in any games You play with third parties. You agree that the Services are intended solely to improve Your skills as a player. You further agree that You will not use the Services to collect Content from anyone, whether for commercial use or any other kind of use, without first obtaining their consent and first making it clear that You (and not us) are the one collecting their Content. You acknowledge that CarrySquad may record, store, or distribute to third parties recordings of sessions in which You participate, either in their entirety or excerpts of the same. In addition, You acknowledge that CarrySquad may edit any of User Content You submit without Your permission before making it available to third parties for viewing or other use. You acknowledge and agree that any lessons or interactions taking place on the Platform may be live-streamed for public viewing. Additionally, You acknowledge that CarrySquad may use User Content including Your screen name, Account information, or other information provided by You to scrape APIs and collect data about the Services or interactions. Furthermore, You acknowledge that CarrySquad may collect this data even when You are not directly using the Platform but only to the extent that CarrySquad uses the data to enhance Your Platform experience. CarrySquad may create, facilitate, or display social advertisements, whereby Your name, profile, photo, session feedback, and other qualitative or quantitative data about You or provided by You may be used to advertise products and services on Your use of the Services and Your interactions with CarrySquad. You agree that CarrySquad may use Your name, profile picture, and other information in connection with social ads to advertise products and services, based on Your use of the Services and Your interactions with CarrySquad, Service Providers, and third parties through the Services. You further agree that CarrySquad is free to use any ideas or concepts contained in any of User Content for any purposes whatsoever, including, without limitation, developing, manufacturing, and marketing products and services; and creating informational articles, without any payment of any kind to You. You authorize CarrySquad to publish User Content in a searchable format that may be accessed by users of the Services and the Internet. To the fullest extent permitted by law, You waive any moral rights You may have in any of User Content You submit, even if such User Content is altered or changed in a manner not agreeable to You. CarrySquad is not required to host, display, or distribute, and may remove at any time, any of User Content. CarrySquad reserves the right to change the format, sizing, and any other display specifications of User Content as it sees fit. This section shall survive any expiration or termination of Your relationship with CarrySquad and the Service Providers.
9) RESTRICTIONS CarrySquad is under no obligation to enforce the Terms of Service on Your behalf against another User. We reserve the right to investigate and take appropriate action on User’s behavior at our own and sole discretion. You agree not to, and will not assist, encourage, or enable others to use the CarrySquad Services to:
10) LIMITATIONS OF LIABILITY THIS SECTION LIMITS THE LIABILITY OF CARRYSQUAD AND ITS SUBSIDIARIES, AFFILIATES, AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, AND LICENSORS. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. THE CARRYSQUAD SERVICES ARE MADE AVAILABLE TO YOU ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS. YOUR USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. CARRYSQUAD MAKES NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE SERVICES, ITS SAFETY OR SECURITY, OR THE SERVICES CONTENT. ACCORDINGLY, CARRYSQUAD IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE. CARRYSQUAD MAKES NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD-PARTY, SUCH AS THE SERVICE PROVIDERS LISTED ON THE SERVICES OR THE SERVICES' USERS. ACCORDINGLY, CARRYSQUAD IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS, INCLUDING, FOR EXAMPLE, IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THE USERS. YOUR PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. CARRYSQUAD EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE SERVICES, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED TO YOU BY A REPRESENTATIVE OF ONE OF THE CARRYSQUAD ENTITIES SHALL CREATE A REPRESENTATION OR WARRANTY. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICES, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO OR USE OF THE SERVICES. CARRYSQUAD’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICES OR THESE TERMS OF SERVICE IS LIMITED TO THE GREATER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO THE CARRYSQUAD ENTITIES IN CONNECTION WITH THE SERVICES IN THE 6 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (ii) $100. CARRYSQUAD DISCLAIMS LIABILITY AND SHALL NOT BE LIABLE FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS, (iii) BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, OR (v) LOSS OF INFORMATION OR DATA. IN NO EVENT SHALL CARRYSQUAD ENTITIES BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE, WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH (I) ANY USE OF THE SERVICES OR THE CONTENT POSTED ON THE SERVICES, (II) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO, THE USE OR INABILITY TO USE ANY COMPONENT OF THE SERVICES OR THE SERVICES FOR RESERVATIONS), (III) THE PERFORMANCE OR NON-PERFORMANCE OF ANY BUSINESS IN CONNECTION WITH THE SERVICES.
11) INDEMNIFICATION AND RELEASE You agree to defend, indemnify and hold harmless CarrySquad and all its employees, officers, directors, owners, consultants, contractors, agents, affiliates, licensees, and licensors (“CarrySquad Parties”) from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) Your use of and access to the Services, including any data or content transmitted or received by You; (ii) Your violation of any term of these Terms of Service; (iii) Your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) Your violation of any applicable law, rule or regulation; (v) any claims or damages that arise as a result of any of Your Content or any that is submitted via Your account; or (vi) any other party’s access and use of the Services with Your username, password or other appropriate security code. You will cooperate as fully required by CarrySquad Parties in the defense of any claim. CarrySquad Parties reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, and You will not, in any event, settle any claim without the prior written consent of a duly authorized employee of CarrySquad Parties. In addition to the recognition that CarrySquad is not a party to any contract between Users, You hereby release CarrySquad Parties from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute You have with another User, whether it be at law or in equity. These indemnity obligations shall survive any expiration or termination of Your relationship with CarrySquad.
12) TERMINATION You may terminate the Terms of Service at any time by closing Your Account, discontinuing Your use of the Services, and providing CarrySquad with a notice of termination. CarrySquad may close Your Account, suspend Your ability to use certain portions of the Services, and/or ban You altogether from the Services for any or no reason, and without notice or liability of any kind. Any such action could prevent You from accessing Your account, the Services, Your Content, or any other related information. In the event of any termination, whether by You or us, these Terms of Service will continue in full force and effect, including our right to use Your Content. Termination of this Agreement and/or closing of Your Account will not relieve Client of the requirement to pay for Service Providers’ Services performed prior to the date of termination or thereafter for any Contracts executed before termination of this Agreement, which fees and expenses, together with any applicable late fees, interest, taxes, and Service Fees, Client hereby authorizes CarrySquad to charge to its Payment Method.
13) CIRCUMVENTION You acknowledge that CarrySquad has expended substantial effort to connect Clients and Service Providers through the Services. You agree not to by-pass or attempt to by-pass CarrySquad by procuring or offering the Services to any User that You had originally identified through the Services outside the Services or solicit Platform’s Users for off Platform services, or to join similar or competing platforms, Services, or otherwise circumvent CarrySquad’ role as payment processor or the Services’ payment methods, and any violation of the foregoing restrictions is a material breach of this Agreement. Without limiting CarrySquad's other remedies, if You engage in actions or activities that circumvent the Site or otherwise reduce fees owed to CarrySquad or our Affiliates under this Agreement, You must pay CarrySquad for all fees owed to CarrySquad and our Affiliates and reimburse CarrySquad for all losses and costs, including any and all time of CarrySquad Parties, and reasonable expenses (including attorneys' fees and costs) related to investigating such breach and collecting such fees. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.
14) END-USER LICENSE GRANT
a) CarrySquad Services Subject to the terms and conditions of these Terms of Service, You are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Services for Your personal, non-commercial use, except as otherwise permitted by these Terms of Service. You agree not to copy or procure content of information from the Services by automated means, or to use other data mining technology or processes to frame or extract data or other materials from the Services unless authCarrySquad’s prior written permission. CarrySquad reserves all rights not expressly granted herein in the CarrySquad Services and the CarrySquad Content. CarrySquad may terminate this license at any time for any reason or no reason, with or without notice, at its sole discretion.
b) Mobile Software CarrySquad makes available software to access the Services via a mobile device (“Mobile Software”). To use the Mobile Software, You must have a mobile device that is compatible with the Services. CarrySquad does not warrant that the Mobile Software will be compatible with Your mobile device. CarrySquad hereby grants You a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Software for ONE CarrySquad Account on ONE mobile device owned or leased solely by You, for Your personal, non-commercial use, except as provided in these Terms of Service. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Software, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Software to any third party or use the Mobile Software to provide time-sharing or similar services for any third party; (iii) make any copies of the Mobile Software; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Software, features that prevent or restrict use or copying of any content accessible through the Mobile Software, or features that enforce limitations on use of the Mobile Software; or (v) delete the copyright and/or other proprietary rights notices on the Mobile Software. You acknowledge that we may from time-to-time issue upgraded versions of the Mobile Software and may automatically electronically upgrade the version of the Mobile Software that You are using on Your mobile device. You consent to such automatic upgrading on Your mobile device and agree that the terms and conditions of these Terms of Service will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Software is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Software or any copy thereof, and we or our third-party partners or suppliers retain all right, title, and interest in the Mobile Software (and any copy thereof.
15) RELATIONSHIP WITH CARRYSQUAD You expressly acknowledge, agree, and understand that: (a) the CarrySquad Services serve as merely a venue where Users may act as Clients and/or Service Providers; b) CarrySquad is not a party to any Contracts between Clients and Service Providers; c) You are not an employee of CarrySquad, and CarrySquad does not, in any way, supervise, direct, or control the Service Providers or Service Providers’ Services; d) CarrySquad will not have any liability or obligations under or related to Contracts for any acts or omissions by You or other Users; e) CarrySquad has no control over Service Providers or Services offered or rendered by Service Providers; f) CarrySquad makes no representations as to the reliability, capability, or qualifications of any Service Providers or the quality, security, or legality of any Service Providers’ Services, and CarrySquad disclaims any and all liability relating thereto; and g) CarrySquad makes no representation as to the ability of Clients to pay for the Service Providers’ Services; or that a Client or Service Provider can or will actually complete a transaction.
a) General You and CarrySquad agree that all claims and disputes arising under or relating to this Agreement shall be settled by binding arbitration in the state of Delaware, in the county of New Castle. An award of arbitration may be confirmed in a court of competent jurisdiction. Without limiting the preceding sentence, You have the right to litigate Your disputes in court, by providing us with written notice of Your desire to do so by email at email@example.com within thirty (30) days following the date You first accept this Agreement (with the subject: “Arbitration Opt-out Notice”). If You do not provide us with an Arbitration Opt-out Notice within the thirty (30) day period, You will be deemed to have knowingly and intentionally waived Your right to litigate any Dispute. You acknowledge and agree that You and CarrySquad are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both You and CarrySquad otherwise agree, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. Notwithstanding the foregoing, each party reserves the right to seek injunctive or other equitable relief in a court of competent jurisdiction with respect to any dispute related to the actual or threatened infringement, misappropriation or violation of a party's intellectual property or proprietary rights.
b) Proceedings The arbitration proceedings shall be conducted on a confidential basis, pursuant to the Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys' fees. Arbitration shall be conducted by an arbitrator experienced in “gaming-related services” and shall include a written record of the arbitration hearing. The parties reserve the right to object to any arbitrators employed by or affiliated with a competing business or entity This Dispute Resolution section will survive any termination of this Agreement.
c) Governing Law This Agreement will be interpreted, construed, and enforced in all respects in accordance with the laws of the State of Delaware. Each Party consents to the exclusive jurisdiction of the federal and state courts located in Delaware, in connection with any action to enforce the provisions of this Agreement, to recover damages or other relief for breach or default under this Agreement or otherwise arising under or by reason of this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You and CarrySquad irrevocably agree that the courts of the country in which You reside shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation. Alternatively, You may raise the dispute with an alternative dispute resolution body via the EU Commission's Online Dispute Resolution (ODR) Platform.
17) COPYRIGHTED CONTENT ON THE SITE You may not use the Site to store any or disseminate any material or content, in any manner that constitutes an infringement of third-party intellectual property rights, including rights granted by U.S. copyright law. In the event that Your rights under U.S. copyright law have been infringed by any material on the Site, You may provide CarrySquad with the notice described below (the “Notice”) by email to firstname.lastname@example.org the “agent”, as required by the United States Digital Millennium Copyright Act, 17 U.S.C. Section 512(c)(3) ("DMCA") In response to Your Notice, CarrySquad shall remove or disable access to the allegedly infringing material, and take such other actions CarrySquad deems appropriate in its sole discretion. Notwithstanding this paragraph, You may be liable for damages, including attorneys’ fees and costs, in the even that You materially misrepresent the potential of infringement. CarrySquad may make the good faith attempt to contact the allegeded infringer about the materials.
18) ENTIRE AGREEMENT, SEVERABILITY, WAIVER These Terms of Service, together with any amendments and any additional agreements You may enter into with us in connection with the Services, shall constitute the entire agreement between You and us concerning the Services. If any provision of the Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions, which shall remain in full force and effect. This section shall survive any expiration or termination of this Agreement. No waiver of any term of these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and CarrySquad’s failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision.
20) NOTICES, CONTACT CarrySquad may provide notices, whether such notices are required by law or are for marketing or other business-related purposes, to You via email notice to Your registered email address, written or hard copy notice, or through posting of such notice on our website, Apple App Store or Google Play Store, as determined by us in our sole discretion. CarrySquad reserve the right to determine the form and means of providing notifications to our Users provided that You may opt-out of certain means of notification as described in these Terms of Service. By registering for an Account, You consent to electronically receive and access, via email or the Site, all records and notices for the services provided to You under the Terms of Service that we would otherwise be required to provide to You in paper form by applicable laws. Your consent to receive records and notices electronically will remain in effect until You withdraw it. You may withdraw Your consent to receive further records and notices electronically at any time by contacting us at email@example.com If You withdraw Your consent to receive such records and notices electronically, we may in our discretion revoke Your access to the Services, and You may no longer be permitted to use the Services. Any withdrawal of Your consent to receive records and notices electronically will be effective only after we have a reasonable period of time to process Your request for withdrawal. Your withdrawal of consent to receive records and notices electronically will not apply to records and notices electronically provided by us to You before the withdrawal of Your consent becomes effective. Users are solely responsible for maintaining a current, active email address registered with CarrySquad, checking their email, and responding to notices sent by CarrySquad to the User’s registered email address. Should You wish to contact us with any questions, complaints, or claims with respect to the Services, You should visit our website at www.carrysquad.com or email support@carrysquad