Terms of Use

1. Acceptance of Terms

These Terms of Use ("Terms") form a binding agreement between you and Compunnel, Inc.("Compunnel," "we," "us," or "our") governing your access to and use of SquadCompass and the related website (collectively, the "Platform"), which Compunnel operates. SquadCompass is a product of Compunnel; accounts are created and used only in the SquadCompass mobile app, and this website is informational. Our Privacy Policy is incorporated into these Terms by reference.

2. Eligibility & Account Registration

• You must be at least 18 years old and able to form a binding contract.
• Workers must be legally authorized to work in the country and jurisdiction in which they accept shifts, and must complete the identity and eligibility verification described in Section 4.
• Businesses represent that the individual creating the account has authority to bind the business to these Terms.
• You must provide accurate, current, and complete information and keep it up to date.
• You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account.

3. The SquadCompass Platform — Our Role

SquadCompass is the technology platform that Compunnel uses to connect Businesses with Workers and to manage Compunnel's employment relationship with those Workers. Compunnel is the Employer of Record ("EOR") for all Workers who create a profile and accept shifts through the Platform: Compunnel employs the Worker, issues pay and required tax forms (e.g., Form W-2 in the U.S.), and is responsible for employer obligations under applicable wage-and-hour, tax, workers' compensation, and labor law.

Through the Platform, Compunnel (a) verifies Worker identity and work eligibility (Section 4), (b) schedules and assigns shifts, (c) uses location/geofencing to confirm presence at assigned worksites and record hours worked for payroll (Section 5), (d) tracks performance through the Worker Reliability Score, and (e) processes payroll (Section 7). These activities reflect Compunnel's role as the Worker's employer and are carried out using the SquadCompass platform.

Businesses that use the Platform to obtain staffing engage Compunnel for staffing services; Compunnel assigns its employees (Workers) to fulfill shifts posted by Businesses. Additional terms specific to the business relationship — including service fees, conversion/direct-hire fees, insurance, indemnification, and compliance obligations — are set out in a separate Business Customer Agreement (Section 9).

Workers will also receive and sign Compunnel's Employee Handbook during onboarding, which governs day-to-day workplace conduct, policies, and acknowledgments as a Compunnel employee, separately from these Platform Terms (see Section 6).

Certain AI-powered features of the Platform — including job description drafting, skills screening, job requirement question generation, and dress code generation — are delivered through Eximius AI, a third-party AI provider engaged by Compunnel. Eximius AIprocesses only the data necessary to provide these features and is contractually bound to use that data solely for that purpose.

4. Identity Verification, Background Checks & Consent

• Liveness check & ID scan: you consent to SquadCompass capturing a live facial scan and an image of your government-issued ID to confirm your identity, as described in our Privacy Policy.
• Work authorization: you confirm that the documents and information you provide accurately establish your right to work in the relevant jurisdiction.
• Background checks: where required by a Business or by law, Compunnel will engage a third-party consumer reporting agency to perform a background check as part of your employment onboarding. Before any background check is conducted, you will be provided a standalone Background Check Disclosure and asked to sign a Background Check Authorization, as required by the Fair Credit Reporting Act (FCRA) and applicable state law; that document governs the specifics of the check and your rights, including adverse-action procedures.
• Re-verification: SquadCompass may require periodic re-verification (including additional liveness checks at shift clock-in) to maintain Platform integrity.

5. Location Services & Geofencing

Workers consent to SquadCompass collecting precise location data while clocked into a shift for the purposes of (a) confirming presence at the assigned worksite ("geofencing"), (b) providing businesses with real-time shift-coverage visibility, and (c) verifying hours worked for payment purposes. You can disable location services in your device settings, but doing so may prevent you from clocking in or completing shifts.

6. Worker Terms

You are an employee of Compunnel, which is the Employer of Record for Workers engaged through the Platform. These Platform Terms govern your use of the SquadCompass technology platform; your employment relationship with Compunnel — including workplace conduct policies, codes of conduct, leave policies, and related acknowledgments — is governed separately by Compunnel's Employee Handbook, which you will review and sign during onboarding.

As part of onboarding, you will review and sign the following documents, which are separate from and in addition to these Platform Terms:

• Employee Handbook — workplace policies, code of conduct, and acknowledgments, signed and dated during onboarding.
• Biometric Data Notice — your consent to collect biometric/liveness data is obtained as part of the onboarding flow (see Privacy Policy Section 2.2).
• Background Check Disclosure & Authorization — required before any background check is performed (see Section 4).

• You agree to arrive on time, complete accepted shifts as scheduled, and follow the workplace policies and safety rules of the business hosting the shift.
• Repeated no-shows, late cancellations, or policy violations may affect your Worker Reliability Score and your ability to access future shifts, as described in Section 8 (Shift Changes, Cancellations & No-Shows).
• You are responsible for reporting and paying any taxes owed on income earned through the Platform, and Compunnel will provide applicable tax forms (Form W-2 in the U.S. and Form T4 in Canada, reflecting your status as a Compunnel employee) where required.
• Pay rates are displayed before you accept a shift; the rate shown is the rate you will be paid for completing that shift as described.

7. Payments to Workers

• Your earnings for a shift are calculated based on the pay rate shown when you accepted the shift and the hours verified through clock-in/clock-out and location (geofencing) data.
• Your pay schedule and the payout method to which you are paid (for example, your bank account) are collected and managed through Compunnel's employee onboarding process, which is completed with Compunnel outside the SquadCompass app. Compunnel pays you for completed, verified shifts in accordance with that arrangement and applicable employment law, through its payroll/payment provider.
• You're responsible for keeping the payout information you provide to Compunnel accurate and up to date. Compunnel is not responsible for delayed or misdirected payments caused by inaccurate or outdated payout information.
• If a payment fails, is disputed, or is delayed because verification is incomplete, we'll work with you and the payment provider to resolve it, but we can't guarantee a specific resolution timeline.
• Where permitted by law, amounts you owe Compunnel (for example, due to an overpayment) may be recovered from future payments to you, subject to applicable wage-deduction rules.
• You can view your shift history and pay-related records in the app.

8. Shift Changes, Cancellations & No-Shows

• Worker cancellations: cancel an accepted shift as soon as you know you can't attend, using the app. Cancellations made shortly before a shift's start time, and no-shows (not checking in within the grace period shown in the app), are recorded and may negatively affect your Worker Reliability Score and your access to future shifts.
• Business cancellations: cancel a posted shift as soon as it's no longer needed. If a business cancels a shift after a worker has been confirmed and within the cancellation window shown at posting, the business may be charged a cancellation fee as described in its pricing terms, and the affected worker may be eligible for a minimum-pay or "show-up" payment as described in the app.
• Repeated cancellations or no-shows by a worker or a business may result in warnings, temporary suspension, or removal from the Platform, as described in Section 18 (Suspension & Termination).
• SquadCompass may also cancel or remove a posted shift that does not comply with these Terms or applicable law.

9. Business Terms, Fees & Payments

• Businesses agree to pay all fees associated with shifts filled through the Platform, as described in their Business Customer Agreement or an applicable order form.
• Businesses are responsible for providing accurate shift details (location, duration, role requirements, and any site-access requirements) needed to schedule and dispatch Workers. Workplace safety, wage-and-hour compliance, and other employer-related obligations are addressed through Compunnel's role as Employer of Record and the Business Customer Agreement, not through these Platform Terms.
• Compunnel may change its fees or pricing structure with advance notice; continued use of the Platform after a fee change takes effect constitutes acceptance of the new fees.
• Late or failed payments may result in suspension of a business's ability to post shifts.

Payment Authorization Holds — Card-Billed Accounts Only

Who this applies to. This subsection applies only to Businesses that pay by credit or debit card. If your account is invoiced — for example, where you are billed against a purchase order on periodic invoicing terms — none of the following applies to you: we do not hold funds on a card, because no card is kept on file for your account. Your payment obligations are governed by your invoicing terms and your Business Customer Agreement. Your billing method is determined by your account type and market and is set when your account is created; it is not something you select shift by shift.

Authorization at booking. Where your account is card-billed, when you post a shift we may place a temporary authorization hold on your payment card for the estimated cost of that shift. An authorization hold is not a charge. It reserves funds with your card issuer and reduces your available credit or balance until the hold is captured or released.

When holds are placed. For a shift scheduled to begin within twenty-four (24) hours, we place the authorization hold at the time you post the shift, whether or not any Worker has yet accepted it. For a shift scheduled to begin more than twenty-four (24) hours in the future, we place the authorization hold in advance of the shift start time, ordinarily between forty-eight (48) and twenty-four (24) hours before it begins.

Per shift, not per job. Authorization holds are placed separately for each individual shift. Where a job comprises multiple shifts across several days or weeks, we do not place a single hold for the entire job; each shift is authorized independently according to its own start time.

Capture and release. When a shift is completed and its hours are approved, we capture the amount due for that shift. The amount captured may be less than, equal to, or more than the amount authorized. If the amount due is less than the amount authorized, we capture only the amount due and the balance of the hold is released to your card issuer. If a shift remains unfilled, we release the corresponding hold shortly after its scheduled start time, allowing a short period in which a replacement Worker may still be assigned.

A hold is an estimate, not a cap.If the amount due for a shift exceeds the amount authorized — for example, where a Worker's approved hours exceed the estimate the hold was based on — we capture the full amount of the hold and charge the remaining balance to the same card as a separate transaction. The estimated cost of a shift reflects the scheduled hours and the applicable rates and service fees for that shift, and may be higher than the Worker's pay rate.

Timing of released funds. Releases are transmitted to your card issuer promptly. The time taken for released funds to become available to you again is determined by your card issuer and is outside our control.

Failed authorizations. If an authorization cannot be completed, we may reattempt it. We will contact you at the email address on your account before suspending your ability to post additional shifts. A failed authorization does not by itself cancel shifts that Workers have already accepted.

Payment remains due. You remain responsible for the cost of any shift that is worked, whether or not an authorization hold was successfully placed or captured for that shift. Where a hold or a charge fails, we may reattempt the transaction, charge another payment card you have on file, or invoice you for the amount due. Suspension of your ability to post shifts does not relieve you of amounts already owed.

Questions and disputes.If you believe a hold or a charge is incorrect, please contact us before raising a dispute with your card issuer, and we will investigate and correct any error. Contacting us first is usually the fastest route to a resolution, and it lets us release an incorrect hold directly rather than waiting on your issuer's dispute process.

How your card is held. We do not store your card number. Card details are collected and stored by our payment processor, which is certified to the Payment Card Industry Data Security Standard. We retain only a reference to the card held by that processor, together with the card brand, its last four digits, and its expiry date, so that you can identify the card and we can charge it as authorized below.

Your authorization.By adding a payment card to your account, you authorize Compunnel to charge that card on a recurring basis to (a) place authorization holds for the estimated cost of shifts you post, (b) capture amounts due, (c) charge any amount by which a shift's actual cost exceeds the amount authorized, (d) charge fees and other amounts payable under these Terms or your Business Customer Agreement, including cancellation fees, whether or not a hold was placed for the shift, and (e) reattempt any authorization or charge that is declined. You confirm that you are authorized to permit these transactions on the card. Cards added to a Business account should be issued to the Business for business use. You may withdraw this authorization by removing all cards from your account; doing so does not discharge amounts already owed and will prevent you from posting further shifts. Businesses on invoiced accounts give no such authorization and have no card on file; the general fee terms above and your Business Customer Agreement continue to govern payment.

Conversion & Direct-Hire Fees

If a Business identifies a Worker through the Platform and wishes to hire that Worker directly (outside the Platform) or convert the Worker's engagement from a Compunnel-employed placement to direct employment by the Business, the Business may be required to pay a conversion or direct-hire fee to Compunnel. The applicable fee structure, calculation method, and any time-based restrictions are set out in the Business Customer Agreement or order form applicable to that Business.

By using the Platform to source Workers, a Business affirmatively agrees to the conversion/direct-hire fee terms in its Business Customer Agreement before using the Platform to identify or engage Workers for potential direct hire.

10. Insurance & Liability for On-Shift Injuries

SquadCompass is a technology platform. The Business hosting a shift is responsible for maintaining a safe worksite and complying with applicable occupational health and safety laws for that worksite.

As the Employer of Record, Compunnel maintains workers' compensation insurance covering Workers for work-related injuries, in accordance with the workers' compensation laws of the state or province where the Worker is performing the shift. This generally provides Workers with the exclusive remedy for work-related injuries against Compunnel under applicable law, in exchange for no-fault coverage of medical expenses and lost wages.

Businesses are encouraged to maintain general liability and any other insurance coverage required by law or by their Business Customer Agreement for the worksites they operate.

11. Acceptable Use

You agree not to:

• Provide false, misleading, or someone else's identity or verification information.
• Attempt to circumvent identity verification, geofencing, or background-check processes.
• Harass, threaten, or discriminate against other users.
• Use the Platform to solicit or arrange work outside the Platform in violation of any applicable agreement.
• Reverse-engineer, scrape, or interfere with the operation or security of the Platform.
• Use the Platform for any unlawful purpose or in violation of any applicable local, state, provincial, or federal law.

Violations may result in warnings, suspension, or permanent termination of your account.

12. Intellectual Property

The Platform, including its software, design, text, graphics, logos, and the SquadCompass name and brand, is owned by Compunnel, operated under the SquadCompass brand, or licensed from its licensors, and is protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Platform for its intended purpose. You may not copy, modify, distribute, sell, or lease any part of the Platform without our written permission.

13. Disclaimers

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. COMPUNNEL AND SQUADCOMPASS DO NOT GUARANTEE THAT SHIFTS WILL BE AVAILABLE AT ANY PARTICULAR TIME, THAT WORKERS WILL ACCEPT OR COMPLETE SHIFTS, OR THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPUNNEL AND SQUADCOMPASS AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, ARISING FROM YOUR USE OF THE PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPUNNEL AND SQUADCOMPASS'S TOTAL LIABILITY FOR ANY CLAIM ARISING FROM THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO COMPUNNEL IN THE 12 MONTHS BEFORE THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (USD $100).

15. Indemnification

You agree to indemnify and hold harmless Compunnel, SquadCompass, and their officers, employees, and agents from any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from your violation of these Terms, your misuse of the Platform, or your violation of any law or third-party right while using the Platform.

Additional indemnification obligations specific to Businesses — including with respect to workplace conditions, compliance with employment and safety laws at their worksites, and other business-specific risks — are addressed in the Business Customer Agreement, not in these Platform Terms.

16. Dispute Resolution — Arbitration & Class Action Waiver

You and Compunnel agree to resolve any dispute arising out of or relating to these Terms or the Platform through final and binding arbitration administered by the American Arbitration Association ("AAA") under its applicable rules (for example, the AAA Employment Arbitration Rules for Workers, or the AAA Consumer or Commercial Arbitration Rules for Businesses and visitors, as applicable), on an individual basis, rather than in court, except that either party may bring an individual claim in small claims court. You and Compunnel each waive the right to participate in a class, collective, or representative action.

If you do not want to be bound by this arbitration agreement, you may opt out within 30 days of first accepting these Terms by sending written notice to Compunnel's Legal department by email at squadcompass-legal@compunnel.com (or by mail to the address in Section 23), stating your name, the account you use, and that you are opting out of the arbitration agreement. If you opt out, this arbitration agreement (including the class-action waiver) will not apply to you, but the rest of these Terms will continue to apply.

17. Governing Law

These Terms, and any dispute arising out of or relating to these Terms or the Platform, are governed by the laws of the State of New York, without regard to conflict-of-law principles, except where mandatory local law requires otherwise (for example, certain consumer, commercial, language, or employment protections in your home state or province may apply regardless of this clause).

18. Suspension & Termination

• You may close your account at any time through the app or by contacting support.
• Compunnel or SquadCompass may suspend or terminate your account if you violate these Terms, fail identity or background-check requirements, or for safety, fraud-prevention, or legal reasons.
• Upon termination or suspension, SquadCompass will pay out any earnings you've already earned for completed shifts, less any amounts you owe us, in accordance with Section 7 (Payments to Workers). Any unused prepaid balance held by a business will be handled as described in the applicable order form or pricing terms, less any amounts owed to SquadCompass.
• Provisions that by their nature should survive termination (e.g., payment obligations, intellectual property, disclaimers, limitation of liability, dispute resolution) will continue to apply.

19. Service Availability & Changes

• SquadCompass may add, change, remove, or temporarily suspend features of the Platform at any time, including for maintenance, security, or legal reasons.
• We'll use reasonable efforts to give advance notice of changes that materially reduce the functionality available to you, where practical.
• Neither party will be liable for delays or failures in performance caused by events beyond its reasonable control, including natural disasters, pandemics, internet or utility outages, or governmental action.

20. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will notify you by email and/or an in-app or website notice before the change takes effect. Continued use of the Platform after changes take effect constitutes acceptance of the updated Terms.

21. State & Provincial Notices

22. General Provisions

• Entire agreement: these Terms, together with the Privacy Policy and any order forms, constitute the entire agreement between you and Compunnel regarding the Platform.
• Severability: if any provision of these Terms is found unenforceable, the remaining provisions will remain in full effect.
• No waiver: our failure to enforce any provision is not a waiver of our right to do so later.
• Assignment: you may not assign these Terms without our consent; SquadCompass may assign these Terms in connection with a merger, acquisition, or sale of assets.

23. Contact Us

SquadCompass Legal (operated by Compunnel, Inc.)
Email: squadcompass-legal@compunnel.com
Mail: 4390 Route 1 North, Suite 302, Princeton, NJ 08540, USA