Developer Terms of Service

Effective: November 9, 2023.

Square API Terms of Service (“Agreement”) is a legal agreement between you (“you,” “your”) and Square AU Pty Ltd, incorporated and existing under the laws of Australia, (“Square,” “we,” “our” or “us”) governing your use of Square’s application programming interface(s) (“Square API(s)”). Please read this Agreement carefully. To access the Square APIs, you must accept all of the terms of this Agreement.

1. Your access to and use of Square APIs and Content.

All use of Square APIs, documentation, code and related materials made available to you by us is subject to and must comply with (i) this Agreement; (ii) Square’s Privacy Policy; and (iii) the documentation and guidelines accompanying the applicable Square APIs.

1. You may use Square APIs to access information created or retained in a Square account (“Content”) and use Square payment processing services in connection with the applications, websites, products or services you operate and offer (your “Service”). For the avoidance of doubt, Content does not include any content created or submitted by you in a Square account. Any payment processing enabled by you via the Square API requires a Square account and is subject to the Terms of Service. You are solely responsible for your Service. We take no responsibility and assume no liability for your Service, including any loss or damage arising from your Service, except to the extent arising from fraud, negligence or wilful misconduct of Square or our directors or officers.

2. Your use of Square APIs and Content are subject to certain limitations on access, calls and use as set out in this Agreement, in the Square API documentation, or as otherwise provided to you by Square. If Square provides you with developer credentials or client IDs, you must use them with applicable Square APIs. You will not misrepresent or mask either your identity or your Service’s identity when using the Square APIs or developer accounts. If Square believes acting reasonably that you have attempted to exceed or circumvent the limitations set out in this clause, your ability to use Square APIs and Content may be temporarily or permanently blocked where doing so is reasonably necessary to protect Square’s legitimate business interests.

3. If your Service enables Square account holders (“Square Sellers”) to access their Content, Square Sellers must be presented with an ability to log into Square via the OAuth protocol. Sellers without a Square account should be given the opportunity to create a new Square account as provided by Square. You will not solicit or store Square passwords.

4. You will use Square APIs and operate Services which access Square APIs only as permitted by law (including without limitation laws regarding the import or export of data or software, privacy or local laws). You will not use the Square APIs to encourage or promote illegal activity. You will only access the applicable Square APIs following the implementation instructions and other requirements specified in the documentation for such Square API, or as otherwise provided to you by Square from time to time.

5. You are responsible for the security of data on your site and processed via your applications. You agree that at all times you and your Services will, at your effort and expense, be compliant with the Payment Card Industry Data Security Standard (PCI DSS) and the Payment Application Data Security Standard (PA-DSS), as applicable. At Square’s request, you will promptly provide us with documentation evidencing your compliance with PCI DSS and/or PA-DSS. You will use and access the Square API in accordance with the documentation and instructions provided by Square and in no circumstances will you store, process or transmit any cardholder’s account number, expiration date, or CVV2 except as described in that documentation. Further, you may not disclose card information to any third party, other than in connection with processing card transaction requested by your customer under the Service and in a manner consistent with PCI DSS and applicable law.

6. You provide Square with a paid-up, royalty-free, revocable, worldwide, non-exclusive, transferable licence to use your Services for testing, review or other related purposes to ensure that your Services comply with this Agreement. You may revoke this licence at any time by providing written notice to us. If you revoke this license, this Agreement will immediately terminate upon receipt of the written notice by us.

7. If your Service is provided at a fee to your customers, the fees you charge will be identified separately from the fees Square charges for its services.

8. If your Square account is terminated or suspended pursuant to this Agreement you agree to immediately stop using Square APIs, but you will continue be bound by this Agreement until this Agreement is terminated.

9. If you are using the Developer Tools to access and use the Apple Pay Web APIs and Apple Pay Platform, you must first accept the Apple Pay Platform Web Merchant Terms and Conditions.

10. If you are using the Developer Tools to access and use the Google Pay API, you must first accept the Google Pay API Terms of Service.

2. API Access Prohibitions.

You will not, nor will you permit another party to:

1. sell, rent, lease, sublicense, redistribute or syndicate access to Square APIs or to Content; or

2. create a Service that functions substantially the same as Square APIs or any Square service.

3. Content Prohibitions.

You and your Service will clearly identify its purpose to the Square Seller and not mislead or deceive Square Sellers with respect to the functionality your Service performs on behalf of the Square Seller or to what Content your Service may access and manipulate. You will not, nor will you permit another party, without the express consent of the Square Seller, to:

1. scrape, build databases or otherwise create permanent copies of such Square Seller’s Content;

2. copy, translate, modify, create derivative work of, sell, lease, sublicense, distribute or publicly display any of such Square Seller’s Content; or

3. make statements or represent yourself or your Service as an agent of Square.

3. Submission of Content.

Certain Square APIs allow for the submission of content by you (“Your Content”). Except as expressly provided in these terms, Square does not acquire any ownership of any intellectual property rights that you hold in Your Content that you submit to the Square APIs through your Service. By submitting, posting or displaying Your Content to or from the Square APIs through your Service, you give Square a perpetual, worldwide, royalty-free, transferrable and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute Your Content for the purpose of enabling Square to provide its services, the Square APIs. Before you submit Your Content to the Square APIs through your Service, you must have the necessary rights (including any necessary rights from Square Sellers) to grant us the license described in this clause 4.

4. Use of Square Marks.

We may also periodically make available certain Square logos, trademarks, or other identifiers for your use as set out in Built with Square) (“Square Marks”). If we do so, you will use them subject to and in accordance with Square’s then current Built with Square and Square Trademark Terms. Square may limit or revoke your ability to use Square Marks at any point. All rights not provided in the Square Trademark Terms are expressly reserved by Square. We may change Square Marks from time to time. In the event that Square Marks or Square Trademarks Terms are changed, you will (a) use the current version of the Square Marks and (b) use Square Marks consistent with the then current Square Trademarks Terms as soon as practicable after the change.

5. Ownership. Feedback.

1. You expressly acknowledge that Square or the Square Seller retains all worldwide right, title and interest in and to Content, including all related intellectual property rights therein.

2. You also acknowledge that as between you and Square, Square owns all right, title and interest in and to Square APIs, and Square services (and any related derivative works or enhancements), including but not limited to all related intellectual property rights. You agree not to do anything inconsistent with such ownership. Any rights not expressly granted herein are withheld.

3. Subject to paragraphs 1, 2 and 4 of this section 5, as between you and Square, you retain all worldwide right, title and interest in and to your Service, including but not limited to all related intellectual property rights.

4. You may provide Square with comments concerning Content or Square APIs or your evaluation and use of these. You agree that Square and its designees will be free to copy, modify, create derivative works, publicly display, disclose, distribute, license and sublicense, incorporate, and otherwise use the feedback, including derivative works, for any commercial and non-commercial purposes with no obligation of any kind to you.

6. Termination.

1. You may terminate this Agreement at any time by deactivating your Square Account without penalty.

2. We may terminate this Agreement or suspend access to Square APIs: (a) in the circumstances specified in paragraph 6 of section 1; (b) your Square account is terminated or suspended; (c) if you have violated the terms of this Agreement, any other agreement you have with Square, or Square’s policies and: (i) the relevant breach is material which includes, but is not limited to, infringement of third parties’ intellectual property rights or breach of Sections 2 or 3; (ii) the relevant breach cannot be remedied; (iii) or you have failed to remedy the relevant breach within a reasonable period of time, as set out in our notice to you, or (d) if you provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct or any other conduct which is in breach of applicable Laws. We will notify you reasonably promptly of such a termination or suspension.

3. We may also terminate this Agreement for convenience upon providing at least thirty (30) days’ advance notice to you. We may add or remove, suspend, stop, delete, discontinue or impose conditions on Square’s APIs provided we give you prior notice to the extent reasonably practicable. Where any change to Square’s APIs will have a material effect on your existing rights and obligations under the Developer Terms of Service or the material terms of the Square APIs, we will, to the extent permitted by applicable Law, provide you with at least ten (10) days’ advance notice by email to the extent permitted by applicable Law.

4. We will not be liable to you or any third party for compensation, reimbursement, or damages in connection with your use of Square APIs, or in connection with any termination or suspension of Square APIs except to the extent arising from Square’s breach of a material term under these Developer Terms of Service, or fraud, negligence or willful misconduct of Square or its offices or directors.

7. Modification of Terms.

By providing reasonable prior notice to you, we may amend this Agreement and the documentation and guidelines accompanying the applicable Square APIs at any time. We may provide such notice by posting the relevant revised Agreement (each, a “Revised Version”) on our website. If the Revised Version includes any material change to your existing rights and obligations or the material terms of the Square APIs, we will alert you by email at least ten (10) days in advance. The Revised Version will be effective as of the time it is posted, but will not apply retrospectively. Your continued use of and access to the Square APIs after notice of a Revised Version becomes effective constitutes your acceptance of the Revised Version. Any Dispute (as defined in section 8) that arose before the changes will be governed by the Agreement in place when the Dispute arose.

8. Disputes.

“Dispute” is defined as any dispute, difference or issue between the parties concerning or arising out of or in connection with, or relating to, this Agreement, the subject matter of this Agreement or the existence, breach, termination, validity, repudiation, rectification, frustration, operation or interpretation of this Agreement , including, without limitation, any claim (i) in tort, (ii) in equity, (iii) pursuant to any applicable state, territory, Commonwealth, foreign or international statute of Law or (iv) of any other kind or nature under any applicable Law.

9. Other Provisions.

Nothing expressed or implied in this Agreement and no act by a party may be treated as creating an employer and employee relationship, a partnership, a joint venture, the relationship of principal and agent or a fiduciary relationship between the parties.

10. Survival.

In addition to any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement, sections 5-10 of this Agreement survive and remain in effect in accordance with their terms upon the termination of this Agreement.