TERMS OF USE

1. Acceptance, Legal Binding & Absolute Authority

These Terms of Use (“Terms”) form a legally binding and enforceable agreement between you (“User”, including but not limited to Creators, Publishers, Advertisers, or any other entity accessing the Services) and Squarelay (“Squarelay”, “we”, “us”, “our”). By accessing, registering, submitting links, purchasing advertisements, or using Squarelay in any manner whatsoever, you irrevocably agree to be bound by these Terms in their entirety. Your continued use constitutes unconditional acceptance, regardless of whether you have read or understood the Terms. Squarelay reserves full and absolute authority to grant, restrict, suspend, or permanently terminate access to any user, entity, or traffic source at its sole discretion, without obligation to provide justification or notice.

2. Nature of Squarelay’s Business & Intermediary-Only Role (Core Shield Clause)

Squarelay operates strictly as a technology-based digital advertising intermediary and link redirection platform. Squarelay does not act as a publisher, broadcaster, advertiser, content creator, content host, content owner, reseller, agent, partner, employer, or legal representative of any Creator or Advertiser. Squarelay’s function is strictly limited to providing a technical layer that may place third-party advertisements between an end user and a destination link supplied by a Creator or Advertiser. Squarelay does not control, influence, or verify the destination content, advertisements, advertiser claims, user behavior, or outcomes. All actions occurring before or after ad display are outside Squarelay’s control and responsibility.

3. Creator Links, Destination Content & Total Responsibility

All destination links, URLs, landing pages, websites, files, applications, downloads, media, APIs, or other materials accessed through Squarelay links are solely provided, owned, operated, and controlled by the Creator or Advertiser. Squarelay does not host, cache, store, mirror, review, approve, scan, or monitor such content. Any civil, criminal, regulatory, or third-party liability arising from the nature, legality, accuracy, safety, or impact of such content shall rest exclusively and entirely with the Creator or Advertiser, and never with Squarelay.

4. Illegal, Sexual, Pornographic, Harmful & Prohibited Content Disclaimer

Creators and Advertisers expressly acknowledge that Squarelay bears zero responsibility for any content accessed through their links, including but not limited to sexual material, pornography, nudity, obscene content, adult material, escort services, exploitation, child sexual abuse material, drugs, weapons, gambling, financial scams, phishing, malware, or any activity prohibited under applicable law. If any authority, user, advertiser, ad network, or third party raises a complaint, investigation, or legal action, the entire responsibility—including penalties and prosecution—shall lie solely with the Creator or Advertiser. Squarelay’s role as an intermediary does not create knowledge, intent, or liability.

5. Copyright, Trademark, Piracy & Intellectual Property Liability

Creators and Advertisers represent and warrant that all linked content complies with applicable intellectual-property laws and that they possess all necessary rights, licenses, and permissions. Squarelay does not verify ownership or legality. Any copyright infringement, trademark violation, DMCA takedown, piracy claim, or IP dispute arising from Creator or Advertiser content shall be handled solely by the responsible party. Squarelay shall not be liable, named, impleaded, or required to defend any such claim, and all legal costs shall be borne by the Creator or Advertiser.

6. Advertising Ecosystem – Third-Party Ad Networks & Independent Advertisers

Squarelay may display advertisements supplied by Third-Party Ad Networks (such as Adsterra, Google Ads, or others) and/or independent direct advertisers. Squarelay does not create, design, review, verify, or endorse advertisement creatives, claims, offers, landing pages, tracking methods, or advertiser practices. All advertisement content, legality, accuracy, safety, compliance, and post-click behavior are the sole responsibility of the respective ad network or independent advertiser. Squarelay bears no liability for misleading ads, prohibited products, malware, or advertiser misconduct.

7. Independent Advertisers – No Guarantee, No Liability

Independent advertisers using Squarelay acknowledge that Squarelay does not guarantee traffic quality, conversion rates, campaign performance, brand safety, or business outcomes. All campaigns are run at the advertiser’s own risk. Squarelay shall not be responsible for losses, reputation damage, failed campaigns, chargebacks, or disputes between advertisers and end users. Advertisers agree that Squarelay’s role is limited to technical ad delivery and revenue sharing, not performance assurance.

8. Revenue Model, Sharing Structure & Net Revenue Definition

Squarelay operates on a revenue-sharing model where 60% of Net Revenue is allocated to Creators and 40% is retained by Squarelay. “Net Revenue” means total gross revenue generated from advertisers, ad networks, and direct deals after deduction of network fees, advertiser deductions, refunds, chargebacks, penalties, transaction costs, currency conversion losses, gateway fees, and applicable taxes. Squarelay’s accounting, tracking, and revenue calculations are final, binding, and not subject to dispute.

9. Fraud, Manipulation & Traffic Abuse (Zero-Tolerance)

Squarelay enforces a strict zero-tolerance policy against fraud and abuse, including bots, automated scripts, VPNs, proxies, auto-clicking, forced redirects, misleading traffic, incentivized actions, or any artificial manipulation of impressions, clicks, or revenue. Fraud determination is made solely by Squarelay and/or its partners and is final, conclusive, and non-appealable, regardless of intent, explanation, or previous payment history.

10. Forfeiture, Audits, Withholding & Clawbacks

Squarelay reserves the right to audit any account, traffic source, advertiser, or transaction for up to 90 days or longer. In cases of suspected fraud, policy violations, third-party clawbacks, legal concerns, or compliance issues, Squarelay may withhold, reverse, or permanently forfeit 100% of pending, accrued, or unpaid earnings. No payment obligation arises until Squarelay is fully satisfied.

11. Taxes, Currency, Payments & Financial Risk

Creators and Advertisers are solely responsible for all applicable taxes, filings, declarations, and regulatory compliance in their jurisdictions. Squarelay is not liable for exchange-rate fluctuations, banking delays, gateway deductions, cross-border transfer losses, or government restrictions. Displayed earnings are estimates only and do not constitute guaranteed payments.

12. No Warranty, No Monitoring & Technology Risks

All services are provided strictly on an “AS IS” and “AS AVAILABLE” basis. Squarelay disclaims all warranties, express or implied, including uptime, accuracy, security, profitability, or error-free operation. Squarelay has no obligation to monitor content, ads, links, or traffic and is not liable for viruses, malware, data loss, hacking, device damage, or service interruptions.

13. Managers, Support, Guidance & No Obligation Clause

Some Creators or Advertisers may receive account managers, WhatsApp support, or advisory assistance at Squarelay’s discretion. Such support is optional, non-binding, and does not create responsibility, agency, or performance guarantees. Users remain fully responsible for their decisions, compliance, and outcomes, irrespective of any guidance provided.

14. Suspension, Termination, Unclaimed Earnings & Indemnity

Squarelay may suspend or terminate any account, campaign, advertiser, or Creator at any time, with or without notice or reason. Unclaimed earnings older than twelve (12) months may be forfeited. Users agree to fully indemnify and hold harmless Squarelay from all claims, losses, penalties, legal fees, and liabilities arising from their content, links, ads, traffic, or violations.

15. Governing Law, Jurisdiction, Modifications & Final Authority

These Terms shall be governed exclusively by the Laws of India, and all disputes shall be subject to the exclusive jurisdiction of the courts of Kanpur, India. Squarelay reserves the right to modify these Terms at any time. Continued use of the Services constitutes automatic acceptance. These Terms represent the entire agreement and override all prior communications.