Terms of Service

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE ACCESSING OR USING THE SITE. BY ACCESSING OR USING THE SITE, YOU AGREE TO BE BOUND THESE TERMS OF SERVICE AND THE ADDITIONAL TERMS, AS MODIFIED FROM TIME TO TIME.

You must be at least eighteen (18) years of age to subscribe to and use any squareshoppe.com service or product.

I. General Terms

1. Introduction

This document comprises the Terms of Use Agreement, hereinafter referred to as the “Agreement”, or “TOS” and constitutes a legally binding Agreement between you, (“You” or “User”) the visitor, client or advertiser who visits our web site or uses any of our tools and services. , hereinafter referred to as the “site”, and squareshoppe, Inc the entity that serves as the owner and operator of this site.

As a condition precedent to you being able to use any of the tools, functions, services provided to you by this site, you must read and agree to be bound by each and every one of the terms and conditions contained in this Agreement.  Should you access any component of this site, or use any tools, receive our newsletter, read our blog, or use any functions , tools or services that this site offers, or view any site published text or graphics, such activities on your part means expressly that you have read this Agreement and agree to be bound by the terms and conditions contained herein.  Should you not agree to be bound by each and every term and condition contained in this Agreement you must leave this site at once.   This document serves as your USER AGREEMENT and as such you must carefully read this document before viewing any aspect or element of our site or using any of the services that we as a company offer. If these TOS are considered a legally binding offer by us, acceptance thereof is limited expressly to the terms and conditions contained herein.

We reserve the right to refuse to allow access to our site and company services to any party for any reason we deem appropriate.

Site visitors must be at least 18 years of age and legally able to enter into a binding contract.

2. Understanding the Basics

squareshoppe.com and all related squareshoppe.com services and tools are provided to individual job seekers who are looking for employment opportunities.  Currently we provide automated tools to simplify the effort required to manage numerous submitted job applications.  Our services are subject to limitations and fees as published on our web site.  Job seekers benefit from having a comprehensive of job application submissions in one handy location.  Members may also use our APIs to submit relevant information to squareshoppe.com

Members may upgrade or downgrade paid for service packages on a monthly basis, based on available packages, but refunds are not available due to our costs in presenting our services to our members.

Basic, free membership provides users with a limited amount of storage for documents, tasks, application histories and other information, along with reduced functionalities for our various tools and services.  We may at any time delete data, or restrict access to data relating to basic, free memberships, or modify, restrict, reduce, remove or otherwise change in any way we would like your regarding your usage of any and all our tools, services and data storage as provided as a part of our basic, free membership without any prior notice to you.

API developers may submit software as set forth in the API Developer section of this Agreement.

squareshoppe.com Toolbar usage is subject to the toolbar terms and conditions set forth within this Agreement.

Please note that our applications, tools and services may not provide all details, information, facts and data regarding any and all job applications submitted by a member to third party job sites, but rather our functionality is primarily for the purpose of accounting for the number and location of various applications filed by members to third party sites. The type of information available may be limited, in error, or incomplete for reasons outside of our control.

 

3. Related Restrictions

These TOS are void where prohibited by law and no Users may use our tools and services in such jurisdictions. 

4. Privacy

We have published a privacy policy. The privacy policy is hereby incorporated by reference into this Agreement as if fully set forth herein.

ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18USC

2701-2711); and as may be stated by any similar law in your jurisdiction:

WE MAKE NO GUARANTY OF CONFIDENTIALITY OR PRIVACY

OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON OR

THROUGH THE SITE, SERVICES OR ANY WEBSITE LINKED TO THE

SITE.  We are not liable for the privacy of any email address, registration or identification information, data storage, communications, trade secrets, or any other content stored in our database or transmitted through our services as 100% privacy protection for the same is not technologically possible.

5. Indemnification

You will indemnify us and hold us harmless, including our parent organization, subsidiaries, affiliates, officers and employees harmless, including costs, fees, damages and reasonable attorney’s fees, from any claim or demand made by any third party due to or arising out of your use of our tools or services and or any action you have taken relating to your use of our Web Site and the related tools and services published or available there from.

6. Disclaimer of Warranty

We issue no warranty whatsoever and do not make any representations or warranties regarding the availability, suitability, reliability, merchantability, non-infringement, capability, usefulness or fitness for any general or particular purpose of the site, or the tools, products or services herein supplied or sold or regarding the characteristics of services provided by or through the site, or regarding the timeliness, accuracy or usefulness of information obtained from or through the site. The site and all content and services contained, distributed, sold or published via the site are provided to you "As Is, Where Is", without any warranty of any kind, express or implied, unless otherwise agreed to in writing.

7. Limitations of Liability

Our parent entity and its officers, employees, agents and assigns will not be liable for any damage or injury caused by the use of this site, including but not limited to failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus, or on-line failure.

8. Release of User Data

We may keep and use for our own purposes all information and data that the visitor  (“user”) provides us, including site demographics and contact information. User agrees that this information is freely transferrable by us and may include personally identifying information. Such information may be released by us to entities in jurisdictions that have less restrictive laws regarding privacy than the United States has.

We disclaim all responsibility and will not be liable to User for any such disclosure of information to any third party or entity.  We may share aggregate information that is not personally identifiable with our advertisers, publishers, partners and any other third parties. User gives us the right to access, index and cache User’s web site, including through tools such as spiders or crawlers. 

9. Severability

If any provision of these TOS are found to be unenforceable or invalid, that provision(s) the remaining provisions shall be valid and enforceable. This Agreement is not transferrable by User but is fully and without limitation of any nature transferrable and assignable by us.

10. No Agency

No agency, partnership, employment or joint venture is created by these TOS. Each party is an independent contractor as to the other party.  User does not have ability to represent or bind us in any way.

11. Intellectual Property Provisions

All content provided within or via this site is protected by various USA and international copyright laws, patent laws, trademark regulations and laws, and various intellectual property laws and international treaties and agreements.  No intellectual property of any nature contained within or via this Site may be copied, published, or broadcast in any way without the written permission of the content owner.  The content of this Site may not be “framed” or “mirrored. All content on this site is protected by USA copyright laws. 

12. Termination of Service

We reserve the right to terminate any and all service provided to you (either as a group or as an individual user or member) at any time without notice for any reason we deem fit.  We also reserve the right to discontinue any service or modify any service with no notice to you.

13. Equitable Orders

You agree that monetary damages may not adequately provide a remedy for us if you violate any of the terms and conditions of this Agreement and you agree that we may approach a Court of Equity of competent jurisdiction for the purpose of obtaining Orders in Equity should you violate any element of this Agreement.

14. Automatic Viewing or Usage of this Site

You may not use any automated scripts or “robots” to access, copy, or manipulate any content provided on this site.  You may not engage in denial of service attacks upon the servers that publish this Site.  You may not engage in any conduct that uses more than .01% of the hardware and software infrastructure of this Site.

15. Links to Third Party Sites

We may provide links to third party sites; however, we are not responsible for the content of such sites or their terms of use or privacy policies.  Please carefully review the terms of service and privacy policies of all such sites prior to usage.  You assume the risk of any usage of such third party sites.

16. Content Issues

We are not responsible for any content, including job submission data such as job title, post date, apply date, company contact person, job description, company contact information, company phone number or any other content of any and all other nature, provided by third parties, such as commentary placed by third parties on our blog.    We do not screen content provided by our site Members or any third parties or entities and you agree that we do not have any duty to do so prior to such being published on our site. We are not liable for any content that may be obscene, indecent, misleading, fraudulent, racist, intolerant, harmful or otherwise objectionable where such content has been displayed due the actions of one or more of our users or any third party or entity.  We are not responsible for any content provided to our site by members or third parties that may infringe on intellectual property rights, rights of privacy or publicity, or any rights of any nature in any jurisdiction. You agree to hold us harmless regarding any claims arising from your exposure, or the exposure of your family members, loved ones, or computers, to objectionable content and agree to waive any possible liability that we may have regarding content provided to us via members or third parties that violate any intellectual property rights or any other civil law.

You understand and agree that use of the Internet means that you are subject to the risk of receiving or viewing harmful offensive content and files.  We do not promise that we will review and edit all content for safety, quality, accuracy, or decency that you encounter via our Site.

17. Jurisdiction/Arbitration

This Agreement will be governed by and construed in accordance with the internal laws of the State of Delaware, excluding that body of laws known as choice of law or conflict of laws. Subject to the provisions of this Section, all disputes, controversies or claims arising out of or relating to this Agreement will be resolved through mandatory binding arbitration conducted in New York, New York before J.A.M.S./ENDISPUTE or its successor ("JAMS") pursuant to the United States Arbitration Act, 9 U.S.C. Section 1, et seq. (the "Act"); and the terms and conditions of this Agreement. The arbitration will be conducted in accordance with the provisions of J.A.M.S.'s Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration (the "JAMS Rules"), subject to the provisions of this Section. The terms set forth in this Agreement will control in the event of any inconsistency between such terms and the JAMS Rules. The parties will cooperate with JAMS and with each other in promptly selecting a single arbitrator from JAMS's panel of neutrals. If the parties fail to so select an arbitrator within thirty (30) days following the date of either party's notice of demand to conduct arbitration, then JAMS will appoint an arbitrator in accordance with the JAMS Rules. The award of the arbitrator will be in writing and will set forth findings of fact and conclusions of law. Judgment on the arbitrator's award will be final and binding upon the parties and may be entered in any court having jurisdiction thereof. If for any reason JAMS or its successor no longer is in business, then the arbitration shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitrator's fees will be shared equally by the parties and each party will initially bear its own costs and attorneys' fees, but the prevailing party shall be reimbursed by the other party for all attorneys fees, witness fees, and arbitration costs. All papers, documents, or evidence, whether written or oral, filed with or presented in connection with the arbitration proceeding will be deemed by the parties and by the arbitrator to be confidential information of both parties. The arbitrator chosen in accordance with these provisions will not have the power to alter, amend or otherwise affect the terms of these arbitration provisions or the provisions of this Agreement. Notwithstanding the foregoing, nothing in this Section shall prevent either party from applying for and obtaining from a court a temporary restraining order and/or other injunctive relief.

18. Foreign Usage

We make no representation that the usage of this site, or the content provided herein, will not violate the laws of your local jurisdiction.  You are responsible for the laws of your jurisdiction, especially if you are accessing this site from outside the United States.

19. Erratum 

This site may contain typographical errors or mistakes, and we disclaim any responsibility for such errors and you agree to hold us harmless from any legal responsibility for such errors.

20. Modifications of this Agreement

We may revise or modify any portion of this Agreement at any time without notice to you.  You must read this Agreement each time you visit our site or use any tool or service that we provide to you via this site or elsewhere.  Any usage of this site or tools, functions or services that we provide you means that you have read the most current version of this Agreement and you agree to be bound by the terms and conditions of the latest version of this Agreement.

21. Notice

Notices to you may be issued via electronic mail or by surface mail, at our sole selection.

22. Force Majeure

Neither party shall be liable for any delay or failure in performance due to Force Majeure, which shall mean acts of God, earthquake, labor disputes, changes in law, regulation or government policy, riots, war, fire, flood, insurrection, sabotage, embargo, epidemics, acts or omissions of vendors or suppliers, transportation difficulties, unavailability of interruption or delay in telecommunications or third party services (including DNS propagation), failure of third party software or hardware or inability to obtain raw materials, supplies, or power used in or equipment needed. We are not responsible for server downtime under any circumstances.

23. Intellectual Property Notices have been Provided to You

You agree that you have been suitably noticed of any trademark, trade dress, service mark, copyright, patent or any other intellectual property rights or property rights of any nature and any violation by you of any such property rights is fairly deemed to be “willful” in nature.

All product names, marks, logos, symbols, and company names are the property of their respective owners and subject to the protection of various laws and regulations.

II.  Tool Bar Terms and Conditions

1. General Terms and Conditions

Our squareshoppe.com tool bar is a form of software. These terms are a form of software licensing agreement and you must agree to them before you download, install or use our squareshoppe.com tool bar.  The preceding Section I of this agreement is hereby incorporated by reference into this Section II as if fully set forth herein. If you do not agree to the terms and conditions of this entire Agreement (All Sections, I-III inclusive) do not use our squareshoppe.com tool bar.

2.  General Restrictions. 

We provide the squareshoppe.com tool bar for personal, non-commercial usage only. We may at any time with no prior notice to you change, modify, or cancel your license to use our tool bar.

3. Specific Restrictions

You may not copy, modify, display, license, distribute, transmit, re-post, or download any part of the tool bar related software for commercial use without our written consent. As a condition of its use, you promise that you will not use our squareshoppe.com tool bar software for any purpose that is unlawful or prohibited by these terms and conditions.  You may not use the squareshoppe.com tool bar software in any manner that would damage, disable, impair, or overburden our server or technologies or in any way that would interfere with any other person’s use of our tool bar or other tools, functions and services.

4. Upgrades

You give us the right to access your computer to perform maintenance on our tool bar software and to install updates, all without notice to you. 

5. Intellectual Property

You agree that we own all right, title and interest in our squareshoppe.com tool bar software, documentation and any other property of any nature related to the tool bar including all intellectual property rights. 

 

"Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. You agree not to modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the tool bar software. You also agree to not remove, obscure, or alter any copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the tool bar software.

6. Disclaimer of Warranties

WE DISCLAIM ANY RESPONSIBILITY FOR ANY HARM OF ANY NATURE RESULTING FROM YOUR DOWNLOADING, INSTALLATION OR USE OF THE SQUARESHOPPE.COM TOOL BAR, USE OF DEVELOPER DOCUMENTS, SERVICE AS AN API DEVELOPER, OR ANY OTHER PRODUCT WE PROVIDE OR PUBLISH OR ANY ACTIVITY, OPPORTUNITY, GOOD, SERVICE THAT WE OFFER OR PROVIDE (COLLECTIVELY, “SOFTWARE”) WE ARE NOT RESPONSIBLE FOR ANY INJURY  or damage TO YOUR COMPUTER OR ANY OTHER ELECTRONIC DEVICE DUE TO YOUR USAGE OF THE TOOL BAR SOFTWARE.

THE SQUARESHOPPE.COM TOOL BAR IS PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER.  WE EXPRESSLY DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. WE DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE TOOL BAR SOFTWARE.

YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD AND/OR USE THE TOOL BAR SOFTWARE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE TOOL BAR SOFTWARE. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION. WE AND ANY THIRD PARTY WHO MAKES ITS SOFTWARE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE TOOL BAR SOFTWARE HEREBY DISCLAIM ALL WARRANTIES TO THE FULLEST EXTENT PERMITTED BY LAW.

YOU UNDERSTAND THAT BY RUNNING CERTAIN TYPES OF SOFTWARE, SPECIFICALLY INCLUDING THOSE THAT QUARANTINE, DELETE OR UNINSTALL OTHER SOFTWARE APPLICATIONS, YOU MAY INTERFERE WITH THE FUNCTIONALITY OF THE TOOL BAR SOFTWARE. FURTHER, YOU UNDERSTAND THAT SUCH INTERFERENCE CAN LEAD TO DIFFICULTIES WITH THE squareshoppe  TOOL BAR UNINSTALLERS AND THAT THE TOOL BAR SOFTWARE SHOULD ALWAYS BE UNINSTALLED THROUGH STANDARD CREATOR PROVIDED REMOVAL MEANS RATHER THAN THROUGH THIRD PARTY SOFTWARE.

7. Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL WE OR ANY THIRD PARTY WHO MAKES ITS SOFTWARE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SOFTWARE BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER'S USE OR MISUSE OF THE  SOFTWARE. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF WE AND/OR A THIRD PARTY SOFTWARE PROVIDER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE OURSOFTWARE, FROM INABILITY TO USE THE OUR SOFTWARE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SQUARESHOPPE TOOL BAR SOFTWARE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

8. Miscellaneous Provisions

If for any reason a court of competent jurisdiction finds any provision or portion of these terms and conditions to be unenforceable, the remainder of these terms and conditions will continue in full force and effect.

Any waiver of any provision of these terms and conditions will be effective only if in writing and us and/or a third party who makes its software available in conjunction with or through the our software.

We may immediately terminate this Agreement with respect to you (including your access and use of our software, or any portion thereof) without cause and without notice to you in our sole discretion. Upon termination, you must cease use of our software.

The provisions of these terms of use, which by their nature should survive the termination of these terms of use, shall so survive such termination.

These terms of use, along with any other notices, policies, procedures, agreements, and terms and conditions on our website contain the entire understanding with respect to your use of our software and our relationship with you, and such shall supersede all prior understandings and agreements, whether written or oral, and all prior dealings.

YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CAUSE OF ACTION AGAINST US ARISING OUT OF OR RELATED TO OUR SOFTWARE OR API DEVELOPMENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OR SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

III. Standard API Developer Terms and Conditions

1. General Terms

Our standard developer API is made available free of charge under these terms and conditions.  The preceding terms and conditions contained in Section I and II are incorporated by reference as if fully set forth herein.

Please note that we reserve the right in the future to charge a fee, or require a payment based on a portion of revenues for use of our APIs in commercial applications (“API fees”).  We will post such charges on our web site when and if we engage them. Your continued use of our APIs or any product or service created through or with our APIs after we engage such API fees is your express indication to us that you agree to pay such API fees. 

2.  License Basics

In consideration of the terms and conditions contained herein, We grant to the Licensee, a non-exclusive, world wide license to use the Licensed Rights and Developer Documents for the sole purpose of developing, using, exploiting, improving and maintaining one or more squareshoppe.com Applications and tools for the development of squareshoppe.com related Applications.  The rights granted to Licensee requires Licensee to provide his/her/it’s true and correct legal name, telephone number and physical address upon our demand.

3.  Restrictions

Licensee agrees to not alter or modify the whole or part of any Developer Documents, to refrain from obscuring, removing or interfering with all or any trademarks, trade name, markings or notices affixed to or contained in the Developer Documents.  Any authorized copy of the Developer Documents must contain all notices and marks as may be required by law, including copyright, patent and other legal notices.  Licensee shall not disclose all or part of the Developer Documents except as expressly permitted by this Agreement.  Licensee agrees that all copies of the Developer Documents are subject to the terms of this Agreement. The Licensee shall comply with all specific management procedures.

5. Payments owed to squareshoppe.com

Licensee shall render all payments due to squareshoppe.com as required.  All fees and costs shall be posted on the squareshoppe.com API developer web page(s) and payments must be rendered according to the specifics posted thereupon.  Failure to pay such fees and costs in a timely basis shall result in this Agreement being terminated by squareshoppe.com with no prior notice.

6. Warranty and Infringement

Each party warrants to the other that it has all requisite individual or corporate power and authority to enter into this Agreement and is fully capable of performing its obligations under this Agreement on the terms provided for in this Agreement.

The Licensee shall promptly inform squareshoppe.com of any proceedings involving the validity, or any infringement or threatened infringement, of the Licensed Rights and of any unauthorized use of the Licensed Rights or the Developer Documents coming to its notice. squareshoppe.com shall take all action reasonably necessary to prevent the infringement or defend proceedings for revocation or to prevent that unauthorized use, and the Licensee shall, at squareshoppe’s request and expense, render all reasonable assistance in connection with that action.

The Licensee shall indemnify squareshoppe.com and its Affiliates from and against all and any damages, losses, costs, expenses and other liabilities awarded against or incurred by squareshoppe.com and/or any of its Affiliates as a result of or in connection with any claim or action arising out of or relating to any Applications developed by or on behalf of the Licensee including, without limitation, any product liability claim ("Claim"), except to the extent that the Claim (if it is a product liability claim) arises out of any specific product feature or functionality expressly mandated by the  Developer Documents, provided that:

squareshoppe.com promptly notifies the Licensee in writing of any Claim of which it has notice;

squareshoppe.com does not make any admission as to liability or agree to any settlement of or compromise any Claim without the prior written consent of the Licensee which shall not be unreasonably withheld or delayed; and

the Licensee may, at its request and expense, conduct all negotiations and (to the extent legally permissible) litigation, and (to the extent legally permissible) settle all litigation, arising from any Claim and squareshoppe.com shall, at the Licensee's request and expense, give the Licensee all reasonable assistance in connection with those negotiations and litigation.

NO REPRESENTATION, WARRANTY OR CONDITION, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO CONDITION, QUALITY, PERFORMANCE OR FITNESS FOR PURPOSE IS GIVEN OR ASSUMED BY SQUARESHOPPE.COM IN RESPECT OF THE DEVELOPER DOCUMENTS AND ALL SUCH REPRESENTATIONS, WARRANTIES AND CONDITIONS ARE EXCLUDED SAVE TO THE EXTENT THAT SUCH EXCLUSION IS PROHIBITED BY LAW.

7. Termination

squareshoppe.com shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement immediately by written notice to the Licensee if the Licensee:

shall have failed to pay, in accordance with the terms of this Agreement, any sum due to squareshoppe.com under the terms of this Agreement and that sum remains unpaid for 30 days after receiving written notice from squareshoppe.com that it has not been paid;

is in material breach of any of its obligations under this Agreement and either that breach is incapable of remedy or the Licensee shall have failed to remedy that breach within 30 days after receiving written notice from squareshoppe.com requiring it to remedy that breach;

challenges the validity of, or squareshoppe.com’s rights in, any of the Licensed Rights; or

becomes insolvent or an order is made or a resolution passed for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of its assets or it enters into or proposes any composition or arrangement with its creditors generally or anything analogous to the foregoing occurs in any applicable jurisdiction.

The Licensee shall have the right to terminate this Agreement immediately by written notice to squareshoppe.com

Any termination of this Agreement shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision of this Agreement which is intended to come into force or continue in force on or after that termination.

8. Consequences of Termination

On termination of this Agreement the Licensee shall immediately cease all use of the Licensed Rights and the Developer Documents.

Within 30 days after the termination of this Agreement the Licensee shall return to squareshoppe.com or, at squareshoppe.com’s direction, destroy) all documents and materials (whether in tangible or electronic form) supplied by squareshoppe.com to the Licensee pursuant to this Agreement and/or which contain or disclose any information contained in or relating to the Developer Documents) and all copies then in the possession or under the control of the Licensee and shall use its reasonable endeavors to return to squareshoppe.com any documents and other materials supplied by the Licensee to a third party.

The obligations of the Licensee shall survive the termination of this Agreement as may be reasonable. 

9. Assignment

The Licensee may not assign, in whole or in part, any portion of this Agreement. squareshoppe.com may freely assign or transfer any or all of this Agreement without permission of Licensee or notice to Licensee.