Square

Legal

API Terms of Service

Last Updated: 8/10/2016

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 Square Seller Agreement. You are solely responsible for, and Square disclaims all liability for, your Service.

  2. Your use of Square APIs and Content are subject to certain limitations on access, calls and use as set forth 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 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.

  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 by Square from time to time.

  5. You are fully 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 license to use your Services for testing, review or other related purposes to ensure that your Services comply with this Agreement. You may revoke this license 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.

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.

4. Submission of Content.

Certain Square APIs allow for the submission of content by you (“Your Content”), and 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, irrevocable, 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.

5. Use of Square Marks.

We may also periodically make available certain Square logos, trademarks, or other identifiers for your use as set forth 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.

6. 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 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 derivative works or enhancements thereof), including but not limited to all intellectual property rights therein. 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 6, as between you and Square, you retain all worldwide right, title and interest in and to your Service, including but not limited to all intellectual property rights therein.

  4. You may provide Square with comments concerning Content or Square APIs or your evaluation and use thereof. 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 thereto, for any and all commercial and non-commercial purposes with no obligation of any kind to you.

7. Termination.

  1. If your Square account is terminated or suspended for any reason or no reason, you agree: (i) to continue to be bound by this Agreement, (ii) to immediately stop using Square APIs, and (iii) that Square shall not be liable to you or any third party for termination or suspension of access to the APIs.

  2. You may terminate this Agreement and other Square agreements by closing your Square account at any time, except as may be provided in your other Square agreements.

  3. We may terminate this Agreement any reason or no reason at any time. We may also suspend access to Square APIs if you (i) have violated the terms of this Agreement, any other agreement you have with Square, or Square’s policies, or (ii) provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct.

  4. We will not be liable to you for compensation, reimbursement, or damages in connection with your use of Square APIs, or in connection with any termination or suspension of Square APIs.

8. Disclaimer of Warranty.

SQUARE APIS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SQUARE APIS IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SQUARE APIS ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SQUARE OR THROUGH ANY SQUARE API WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, SQUARE, ITS PROCESSORS, ITS PROVIDERS, ITS LICENSORS (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) DO NOT WARRANT THAT SQUARE APIS ARE ACCURATE, RELIABLE OR CORRECT; THAT SQUARE APIS WILL MEET YOUR REQUIREMENTS; THAT SQUARE APIS WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT SQUARE APIS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF SQUARE APIS ARE DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.

If you are a Consumer (as defined in Schedule 2 of the Competition and Consumer Act 2010 (Cth) (“Australian Consumer Law”)):

a) this Section 8 does not apply to any liability of Square to comply with an applicable consumer guarantee under the Australian Consumer Law;

b) subject to clause (c) below, the liability of Square for any liability, loss, cost or damage, however caused (including by the negligence of Square), suffered or incurred by the you because of a failure to comply with a consumer guarantee is limited to Square (at its election):

(1) resupplying the Square APIs; or

(2) paying the cost of having the Square APIs supplied again; and

c) clause (b) does not apply if it is not fair or reasonable for Square to rely on it for the purposes of section 64A of the Australian Consumer Law.

9. Limitation of Liability.

  1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SQUARE, ITS PROCESSORS, ITS SUPPLIERS OR ITS LICENSORS (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS OR EMPLOYEES) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE OR UNAVAILABILITY OF SQUARE APIS. UNDER NO CIRCUMSTANCES WILL SQUARE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF SQUARE APIS OR YOUR SQUARE ACCOUNT, OR THE INFORMATION CONTAINED THEREIN TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SQUARE, ITS PROCESSORS, ITS SUPPLIERS AND ITS LICENSORS (AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS OR EMPLOYEES) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF SQUARE APIS OR CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF SQUARE APIS; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM SQUARE APIS; (V) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH SQUARE APIS BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR DATA OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR DATA POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE THROUGH THE API; AND/OR (VII) YOUR SERVICES. GIVEN THAT SQUARE PROVIDES ACCESS TO SQUARE APIS AT NO CHARGE, IN NO EVENT SHALL THE AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS AGREEMENT EXCEED US$1000.

  2. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF SQUARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

10. Indemnification.

You will indemnify, defend and hold us (and our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry or other proceeding instituted by a third party that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties or obligations set forth in this Agreement, including without limitation any violation of our policies; (ii) your wrongful or improper use of the Square API or Content; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights, confidentiality or Intellectual Property Rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any other party’s access and/or use of Square APIs with your unique name, password or other appropriate security code; or (vi) any liability, loss or costs arising from or incurred in connection with the Services.

11. Modification of Terms.

We may amend this Agreement and the documentation and guidelines accompanying the applicable Square APIs, at any time with notice that we deem to be reasonable in the circumstances, by posting the revised version on our website or in communications to you (each a “Revised Version”). The Revised Version will be effective as of the time it is posted, but will not apply retroactively. Your continued use of and access to the Square APIs after the posting of a Revised Version constitutes your acceptance of such Revised Version. Any Dispute (as defined in Section 12) that arose before the changes will be governed by the Agreement in place when the Dispute arose.

12. Binding Individual Arbitration.

You and Square agree to arbitrate all Disputes. “Dispute” means any claim, controversy, or dispute (whether involving contract, tort, equitable, statutory or any other legal theory) between you and Square arising from or relating in any way to this Agreement or to the relationship formed between the parties as a result of this Agreement, including but not limited to any claims relating in any way to this Agreement (including its breach, termination or interpretation), any other aspect of our relationship, Square advertising and any use of Square software or services. “Dispute” also includes any claims that arose before this Agreement and that may arise after termination of this Agreement. Any arbitration under this agreement will be only be on an individual basis; class arbitrations, class actions, private attorney general actions and consolidation with other arbitrations are not permitted, and you are waiving your rights to have your case decided by a jury and to participate in a class action against square. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration).

All disputes, controversies or claims in connection with this Agreement or breach thereof shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce (“ICC Rules”) by one arbitrator mutually agreed to by the Parties and appointed according to ICC Rules. Arbitration shall take place in Melbourne, Australia, and all proceedings, including required notices and requests to the Parties shall be conducted in the English language. Each Party may select its own counsel, including foreign counsel, to participate on its behalf. The Parties may engage in reasonable discovery subject to the ICC Rules and any additional discovery requirements mutually agreed to by the Parties. The award by the arbitrator shall be final and binding on the Parties, and each Party hereby waives to the fullest extent permitted by law any right it may otherwise have under the laws of any jurisdiction to any form of appeal. For any Dispute resolved in accordance with this Section, Square will pay all the arbitration fees, unless the Dispute is determined by the arbitrator to be frivolous. For purposes of this arbitration provision, references to you and Square also include respective officers, directors, parents, subsidiaries, affiliates, agents, employees, predecessors, successors and assigns, as well as authorized users or beneficiaries of Square services.

Notwithstanding the foregoing, either Party may immediately bring a proceeding seeking injunctive relief in a court having jurisdiction thereof.

13. Governing Law.

This Agreement is governed by the laws of the State of Victoria, Australia, and the parties further consent to the jurisdiction thereof; provided however, that nothing herein shall prevent Square from seeking an injunction or similar equitable relief in any appropriate forum to prevent a breach or threatened breach of the confidentiality provisions of this Agreement or to preserve its intellectual property rights. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

14. Limitation on Time to Initiate a Dispute.

Unless otherwise required by law, an action or proceeding by you relating to any Dispute must commence within one year after the cause of action accrues.

15. Assignment.

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Square without restriction.

16. Other Provisions.

Except as expressly provided in this Agreement, these terms are a complete statement of the agreement between you and Square, and they describe the entire liability of Square and its vendors and suppliers (including processors) and your exclusive remedy with respect to your access and use of the Square API. In the event of a conflict between this Agreement and any other Square agreement or policy, this Agreement shall prevail on the subject matter of this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. Headings are included for convenience only, and shall not be considered in interpreting this Agreement. The Agreement does not limit any rights that Square may have under trade secret, copyright, patent or other laws. Square’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.

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.

17. Survival.

In addition to any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement, sections 7-17 of this Agreement survive and remain in effect in accordance with their terms upon the termination of this Agreement.