Merchant User Agreement
This Merchant User Agreement (“Agreement”) is a legal agreement between you (“you,” “your”) and Square, Inc. (“Square,” “we,” “our” or “us”) governing your use of Square’s payment processing services, card reader, Square Reader and Square Register (together, the “Services”). Please read this Agreement carefully. This Agreement is divided into two parts. Part One explains all of the terms that govern your use of the Services. Part Two contains additional legal terms, including provisions that limit our liability to you and require individual arbitration for any potential legal dispute. To use the Services, you must accept all of the terms of this Agreement.
Part One: Terms Governing Use of the Service
1. Square Account Registration.
You must open an account with Square (a “Square Account”) in order to use the Services. Our registration process will ask you for information including your name and other personal information. You must provide accurate and complete information in response to our questions. You must also keep the information that you provide up-to-date.
2. User Name.
You must choose a reasonably descriptive user name that clearly identifies you or your business. This name will appear on the Payer’s (as defined in Section 11 below) credit or debit card statement. If a transaction dispute results from your failure to use a reasonably descriptive user name, you agree to indemnify Square for any costs stemming from such dispute.
The software associated with Square Reader and Square Register is part of the Services. Among other things, the software enables you to access and use the Services. When you install the software, you will be asked to create your user profile and to establish a Square Account on the Square website. You must complete this and other processes in order to access any funds that you accept through the Services. You must install any and all software updates that we may issue from time to time in order to continue to use the Services.
4. Verification and Inspection.
If your request to open a Square Account is approved, Square may request additional information from you at any time. Square may ask you to present invoices from your suppliers, a government issued identification such as a passport or driver’s license, or a business license. Square may also ask for permission to inspect your business location. If you refuse any of these requests, your Square Account may be terminated. We reserve the right to suspend or terminate the Square Account of any user who provides inaccurate, untrue, or incomplete information required under this Agreement, including for greater certainty the identity verifying information set forth in Section 13 of this Agreement, or fails to comply with the account registration requirements.
5. Compatible Mobile Devices and Third Party Carriers.
Your Square Account permits you to accept payment card transactions on a compatible mobile device. Devices modified contrary to the manufacturer’s software or hardware guidelines, including but not limited to disabling hardware or software controls—sometimes referred to as “jailbreaking”—are not compatible mobile devices. You acknowledge that the use of a modified device to use the Services is expressly prohibited, constitutes a violation of the terms of this Agreement, and is grounds for termination of your Square Account. Square does not warrant that the Services will be compatible with your mobile device or third party carrier.
Your use of the Services may be subject to the terms of your agreements with your mobile device manufacturer and your carrier.
6a. Your Square Account.
By creating a Square Account, you confirm that you are either a legal resident of Canada, a Canadian citizen, or a business entity authorized to carry on business in the province(s) or territory(ies) in which it operates. The Services and your Square Account may only be used in Canada. You may not export the Services directly or indirectly, and you acknowledge that the Services may be subject to export restrictions imposed by Canadian law, including the Export and Imports Permits Act (Canada).
By creating a Square Account, you also confirm that you will not accept payments in connection with the following businesses or business activities: (1) any illegal activity, (2) buyers or membership clubs, (3) credit counseling or repair agencies, (4) credit protection or identity theft protection services, (5) direct marketing or subscription offers or services, (6) infomercial sales, (7) internet/mail order/telephone order pharmacies or pharmacy referral services (where fulfillment of medication is performed with an internet or telephone consultation, absent a physical visit with a physician including re-importation of pharmaceuticals from foreign countries), (8) multi-level marketing businesses, (9) inbound or outbound telemarketers, (10) prepaid phone cards or phone services, (11) rebate based businesses, (12) up-sell merchants, (13) bill payment services, (14) betting, including lottery tickets, casino gaming chips, off-track betting, and wagers at races, (15) financial institutions offering manual or automated cash disbursements, (16) financial institutions offering merchandise and services, (17) sales of money-orders or foreign currency by non-financial institutions, (18) wire transfer money orders, (19) high-risk merchants, including telemarketing merchants, (20) service station merchants, (21) automated fuel dispensers, (22) adult entertainment oriented products or services (in any medium, e.g., internet, telephone or printed material), (23) internet/mail order/telephone order firearm or weapon sales, (24) cigarette or tobacco sales, (25) drug paraphernalia, (26) occult materials, (27) hate products, (28) escort services, (29) bankruptcy lawyers, (30) hard alcohol or liquor sales, and (31) travel agency services.
By accepting this Agreement you confirm that you will satisfy these requirements.
Your Square Account permits you to offer loyalty programs to your customers. If you offer such a loyalty program, you (and not Square) are responsible for ensuring that your program and any associated rewards are compliant with applicable laws, including laws governing prepaid cards and special offers such as rebates and coupons. You agree to make available to your customers any terms and conditions applicable to your loyalty program.
6b. Gift Cards Support.
The Services include software and support that allow you to order and issue your own branded physical gift cards to your customers and to track the redemption and remaining balance of such gift cards. In order to use such software and support, you agree to the terms of this Agreement and may not amend or supplement this Agreement in any way. You (and not Square) are the issuer and administrator of your gift cards. Your gift cards may only be issued and redeemed at the single business location associated with your Square Account. If you have multiple business locations, you must separately order gift cards for each business location where you wish to issue and redeem gift cards and print that business location on your gift cards. Gift cards sold by you are “closed loop” gift cards that are only redeemable from you for your goods and services. You agree to pay our Fees (defined below) on each sale of a gift card to a Payer, as well as all order, printing, and shipping fees for each order of gift cards. Square does not assess a Fee on the redemption of a gift card to purchase goods or services from you, and you may not assess or impose any fees or charges on the issuance, maintenance, or redemption of gift cards. You may not issue a gift card with a value in excess of $1,000 or add value to a previously issued gift card so that the total funds loaded on a gift card in any single day exceed $1,000. Further, you may not issue more than $10,000 in gift cards to any single person in any one day. You may not impose an expiration date on gift cards and any unused balance of a gift card must remain available to the holder of the gift card until fully redeemed, even if your Square Account is closed, suspended, or terminated. You may not provide a cash refund from or cash back on gift cards except to the extent required by applicable law. Gift cards may not be used for payment of a credit account. At the time you issue a gift card, you must clearly disclose on the gift card itself, and on any packaging and promotional materials associated with the gift card, any restrictions, limitations and terms and conditions in respect of the use of such gift card, as well as contact information for the purpose of obtaining information about the gift card, including any remaining balance. If a purchase exceeds the holder’s gift card balance, the holder must pay the remaining amount with another payment method. All gift cards and the funds associated with gift cards are your sole property. Any liability for the use or misuse of your gift cards, and any third party claims arising from or relating to your gift cards, are your sole responsibility.
You are solely responsible for compliance with federal, provincial, and local laws that apply to your gift cards, including but not limited to notice, disclosure and language requirements (including, without limitation, pursuant to the Charter of the French Language (Quebec), as applicable), expiration dates and fees, refunds, unclaimed property or escheat requirements (such as tracking, reporting, and remittance of unclaimed property balances in all provinces and territories), and customer service for holders of gift cards.
7. Our Role.
The Services allow you to accept payments, including card-based payments initiated with cards bearing the trademarks of MasterCard International Inc. and Visa Inc. (collectively, the “Networks”). We are not a bank, and also do not offer money service business (“MSB”) services as defined in the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada).
As a merchant payment processor, Square processes payments you receive from your customers. This means that we collect, analyze and relay information generated in connection with these payments.
In order to serve in this role, we must enter into agreements with Networks, processors and acquiring banks. In some cases, Visa and MasterCard require that our users enter into an agreement directly with Square’s acquiring bank. If you are such a user, we will provide you a “Commercial Entity Agreement” that you must complete in order to use the Services. This may happen during the registration process or at some other time. If you fail to complete a “Commercial Entity Agreement,” we may suspend or terminate your Square Account.
Similarly, if you are a high value customer, American Express may require that you maintain your agreement directly with them and designate Square as your agent for American Express payments. If that is the case, you will be notified of such requirement.
8. Your Authorization.
By accepting the terms of this Agreement, you authorize us to hold, receive, and disburse funds on your behalf. Your authorization permits us to generate a paper draft or an electronic funds transfer to process each payment transaction that you authorize. Your authorizations will remain in full force and effect until your Square Account is closed or terminated.
9. Restricted Use.
You may use the Services only to the extent that you obey all laws, rules, and regulations applicable to your use of the Services. You may not act as a payment intermediary, aggregator or service bureau or otherwise resell our services on behalf of any third party. This means that you may not use the Services to handle, process or transmit funds for any third party. You also may not use the Services to process cash advances.
10. Unauthorized or Illegal Use.
We may decide not to authorize or settle any transaction that you submit to us if we believe that the transaction is in violation of any Square agreement, or exposes you, other Square users, our processors or Square to harm. Harm includes, but is not limited to, fraud and other criminal acts. If we reasonably suspect that your Square Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your Square Account, and any of your transactions with law enforcement.
11. Accepted Cards.
Square works with Canadian-issued credit, pre-paid, or gift cards, and most non-Canadian issued credit, debit, pre-paid, or gift cards, with a Visa, MasterCard, American Express, JCB, Discover or Diners Club logo (“Cards”). We may remove or add Cards that we accept at anytime without prior notice, but you will not be obligated to accept debit and credit cards from the same network or any new cards that are added by us unless you chose to do so. We will only process Cards that receive an authorization from the applicable Network or Card issuer. The person who presents the Card to you (“the Payer”) may not be authorized to use the Card or otherwise contest the transaction through the Chargeback process (described below). If you have questions about card type acceptance and your options, you may contact the Square Help Center.
12. Applicable Network Rules.
The Networks require that you and Square comply with all applicable bylaws, rules, and regulations (“Network Rules”). The Networks have historically reserved the right to amend their rules and regulations. Square may be required to change this Agreement in connection with amendments to the Network Rules. Significant portions of the Network Rules are available to the public at www.visa.com, www.mastercard.com, and www.americanexpress.com.
Network Rules currently prohibit you from (a) assessing a surcharge for the use of a Card in connection with any transaction, or (b) dispensing cash on any Card transaction. The Rules also restrict your use of Network logos to indicate your acceptance of the Network cards and to other uses expressly authorized by the Networks.
Square will review some or all of the information that you submit in connection with your request to sign up for the Services. Square may forward such information on to its processor. In order to be eligible to use the Services, you must agree that Square may share information about you and your Square Account with its processor, which may or may not be located in Canada. After you submit your application, Square or its processor may conclude that you will not be permitted to use the Services.
In addition to the verification and inspection information that may be requested by Square from you pursuant to Section 4 of this Agreement, by accepting the terms of this Agreement, you specifically authorize Square to request identity verifying information about you, including, but not limited to, (a) a consumer and/or credit report that contains your name and address and may contain “credit information” such as age, occupation, place of residence, previous places of residence, marital status, spouse’s name and age, number of dependents, particulars of education or professional qualifications, places of employment, previous places of employment, estimated income, paying habits, outstanding debt obligations, cost of living obligations and assets and other personal information, and (b) to the extent applicable, a confirmation from the appropriate governmental authority of your corporation's legal existence. Square may periodically obtain additional reports to determine whether you continue to meet the requirements for a Square Account.
You agree that Square is permitted to contact and share information about you and your application (including whether you are approved or declined), and your Square Account with your bank or other financial institution. This includes sharing information (a) about your transactions for regulatory or compliance purposes, (b) for use in connection with the management and maintenance of the service, (c) to create and update their customer records about you and to assist them in better serving you, and (d) to conduct Square’s risk management process.
14. Our Fees.
You agree to pay the applicable fees listed on our Fee Schedule at https://squareup.com/ca/pricing and in your Square Account (“Fees”) whenever you use the Services. Subject to the terms of this Agreement, we reserve the right to change our Fees. If we change our Fees, we will give you ninety (90) days notice of any change. Your continued use of the Services will signify your consent to the change in Fees. If you do not so consent, you will need to close your Square Account. All Balances (as defined in Section 20 below) and all Fees, charges, and payments collected or paid through the Services are denominated in Canadian dollars.
15. Access to Square Account Funds.
Subject to the payout schedule identified below, we will deposit to your Square Account the amounts actually received by us for transactions submitted through the Services (less any applicable Fees, which we may deduct prior to any deposit being made to your Square Account). Once your bank account information is verified, Square will automatically deposit your money in your designated bank account when your Square Account balance exceeds $10.
In the event that you do not have an ACH-enabled Square Account, you may request a physical cheque. Cheque requests will be subject to a processing fee and an identity verification process.
Funds for any given transaction will not be deposited until the transaction is deemed complete. Transactions will be deemed complete when we have received or sent the funds and when we or the designated financial institutions have accepted the transaction or funds. You are responsible for monitoring your transactions and ensuring that our payments to you are correct. You must notify us of any errors in payments made to you within sixty (60) days of the error first appearing on your electronic transaction history. Failure to notify us of such an error will be deemed a waiver of any right to amounts owed to you.
16. Payout Schedule.
Once you validate your Canadian bank account, and have ten dollars or more in your Square Account, Square will automatically initiate a payout to your bank account at the end of every business day. Payouts to your bank account for payments received by you during business hours (before 5pm Pacific Time) will usually register the next business day.
17. Availability of Funds.
Should Square need to conduct an investigation or resolve any pending dispute related to your Square Account, we may defer payout or restrict access to your funds for the entire time it takes for us to do so. We also may defer payout or restrict access to your funds as required by law or court order, or if otherwise requested by law enforcement or governmental entity.
18. Square Account History.
When a payment is made to your Square Account, we will update your Square Account activity on the website and provide you a transaction confirmation. The confirmation will serve as your receipt. Summaries of your Square Account activity, including monthly statements, are available on our website for up to one year of account activity. Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data associated with your Square Account and your use of the Services, and (b) reconciling all transactional information that is associated with your Square Account. If you believe that there is an error or unauthorized transaction activity is associated with your Square Account, you agree to contact us immediately.
At any time and from time to time, we may temporarily suspend or delay payments to you and/or designate an amount of funds that we must maintain in your Square Account or in a separate reserve account (a “Reserve”) to secure the performance of your payment obligations under this Agreement. We may require a Reserve for any reason, including if you have a high rate of Chargebacks (described in Section 27), refunds, or other indications of performance problems related to your use of the Services. The Reserve will be in an amount as reasonably determined by us to cover anticipated Chargebacks, returns, unshipped merchandise and/or unfulfilled products or services or credit risk based on your processing history or such amount designated by our processor. The Reserve may be raised, reduced or removed at any time by Square, in its sole discretion, based on your payment history, a credit review, the amount of any arbitration award or court judgment against you in Square’s favor, or otherwise as Square or its processor may determine or require. If you do not have sufficient funds in your Reserve, we may fund the Reserve from any funding source associated with your Square Account, including but not limited to any funds (a) deposited by you, (b) due to you under this Agreement, or (c) available in your bank account, or other payment instrument registered with us. Upon acceptance of this Agreement, you confirm that you have read, understood and accepted Square’s Pre-Authorized Debit Agreement. You agree to execute any additional documentation as may be required from time to time for us to debit your bank account as described in this Agreement. To the extent permitted by applicable law, you grant us a security interest in and lien on any and all funds held in any Reserve, and also authorize us to make any withdrawals or debits from the Reserve, without prior notice to you, to collect amounts that you owe us under this Agreement, including without limitation for any reversals of deposits or transfers made to your Square Account. You will execute any additional documentation required for us to perfect our security interest in any funds in the Reserve. This security interest survives for as long as we hold funds in your Reserve.
20. Square Account Balances.
You may, but are not required to hold monetary balances that you receive in your Square Account (your “Balance”). When you carry a Balance, your funds will be co-mingled and held with other participants’ funds in one or more pooled accounts at one or more Canadian Deposit Insurance Corporation (“CDIC”) insured banks by us on your behalf and for the benefit of you and other users holding balances (each a “Pooled Account”). Canadian dollar balances held in the pooled account are eligible for CDIC pass-through insurance, meaning that your Balance may be insured up to the CDIC maximum, which is currently $100,000. We have sole discretion over the establishment and maintenance of any pooled account. Funds associated with your Square Account will at all times be held separate from our corporate funds. We will not use your funds for our corporate purposes (including the granting of any security or similar interest), will not voluntarily make funds available to our creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit our creditors to attach the funds. You will not receive interest or any other earnings on any funds that we handle for you. As consideration for using the Services, you irrevocably assign to us all rights and legal interests to any interest and/or other earnings that may accrue or are attributable to our holding of your Balance in a pooled account or Reserve (described below).
When your customer is present at the time of the transaction and signs the Square Signature Screen, you benefit from the Payment Network rules for card present transactions. You agree to request that your customers personally sign for all transactions greater than $25 when your customer is present. You must make a written receipt available to your customers for any transactions greater than $25. For transactions less than $25, if your customers request a written receipt, you must provide one. As a convenience, but not in lieu of a written receipt, you may also offer Square electronic receipts for delivery through SMS or email to your customers.
22. Registered Charities.
If you operate a registered charity you may offer Square electronic receipts to your donors as a convenience, by completing the required fields in the “Account” section of our website. You acknowledge that not all payments made to your organization will be eligible for classification as “tax deductible to the extent allowed by law,” and you assume full responsibility for the classification of your transactions. Square specifically disclaims any liability in this regard.
23. Usage of Text Message.
Square will send you real-time receipts via a text message, which you may also use as secondary authentication. Standard message and data rates may apply (check with your carrier). You may start by entering your mobile phone number during a transaction with a Square user, or by opting-in at square.ca.
You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection your use of our software and services (“Taxes”). You also are solely responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction.
We will report payments and other information to regulatory or government authorities as, if and when required by laws applicable to us.
25. Customer Service.
You are solely responsible for all customer service issues relating to your goods or services, including pricing, order fulfillment, order cancellation by you or customer, returns, refunds and adjustments, rebates, functionality and warranty, technical support, and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from us. As between you and us, we are solely responsible for customer service issues relating to any Square Account, payment, card processing, debiting or crediting.
26. Refunds and Returns.
By accepting payment card transactions with Square, you agree to process returns of, and provide refunds and adjustments for, your goods or services through your Square Account in accordance with this Agreement and Network Rules. Network Rules require that you will (a) maintain a fair return, cancellation or adjustment policy; (b) disclose your return or cancellation policy to customers at the time of purchase, (c) not give cash refunds to a customer in connection with a Card sale, unless required by law, and (d) not accept cash or any other item of value for preparing a Card sale refund. The amount of the refund/adjustment must include any associated taxes required to be refunded and cannot exceed the amount shown as the total on the original sales data except by the exact amount required to reimburse the customer for postage that the customer paid to return merchandise. If you accept returns and are making an uneven exchange of merchandise (e.g., the sales price is not the same), you must issue a credit for the total amount of the merchandise being returned and complete a new sale for any new merchandise. Please be aware, if your refund policy prohibits returns or is unsatisfactory to the buyer, you may still receive a Chargeback relating to such sales.
You can process a refund through your Square Account up to sixty (60) days from the day you accepted the payment. If your Square balance is insufficient to cover the refund, Square will request your authorization to withdraw up to the requested refund amount from your bank account. Square will then withdraw the amount you were paid (the sale amount minus the initial transaction fee) from your bank account, and credit it back into your customer’s card. The Fees are also refunded by Square, so the full purchase amount is always returned to your customer. Square has no obligation to accept any returns of any of your goods or services on your behalf.
27. Your Liability for Chargebacks.
The amount of a transaction may be reversed or charged back to your Square Account (a “Chargeback”) if the transaction (a) is disputed, (b) is reversed for any reason by the Network, our processor, or a Payer’s or our financial institution, (c) was not authorized or we have any reason to believe that the transaction was not authorized, or (d) is allegedly unlawful, suspicious, or in violation of the terms of this Agreement.
28. Our Collection Rights for Chargebacks.
For any transaction that results in a Chargeback, we may withhold the Chargeback amount in a Reserve. We may deduct the amount of any Chargeback and any associated Fees, fines, or penalties listed in the Fee Schedule or assessed by the Association or our processor from your Square Account (including without limitation any Reserve), any proceeds due to you, your bank account, or other payment instrument registered with us. If you have pending Chargebacks, we may delay payouts from your Square Account. Further, if we reasonably believe that a Chargeback is likely with respect to any transaction, we may withhold the amount of the potential Chargeback from payments otherwise due to you under this Agreement until such time that: (a) a Chargeback is assessed due to a customer’s complaint, in which case we will retain the funds; (b) the period of time under applicable law or regulation by which the customer may dispute that the transaction has expired; or (c) we determine that a Chargeback on the transaction will not occur. If we are unable to recover funds related to a Chargeback for which you are liable, you will pay us the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including without limitation attorneys’ fees and other legal expenses, incurred by or on behalf of us in connection with the collection of all Square Account deficit balances unpaid by you.
29. Excessive Chargebacks.
If we determine that you are incurring an excessive amount of Chargebacks, we may establish controls or conditions governing your Square Account, including without limitation, by (a) establishing new processing fees, (b) creating a Reserve in an amount reasonably determined by us to cover anticipated Chargebacks and related fees, (c) delaying payouts, and (d) terminating or suspending the Services.
30. Contesting Chargebacks.
You agree to assist us when requested, at your expense, to investigate any of your transactions processed through the Services. To that end, you permit us to share information about a Chargeback with the Payer, the Payer’s financial institution, and your financial institution in order to investigate and/or mediate a Chargeback. We will request necessary information from you to contest the Chargeback. If the Chargeback is contested successfully, we will release the reserved funds to your Square Account. If a Chargeback dispute is not resolved in your favor by the Association or issuing bank or you choose not to contest the Chargeback, we may recover the Chargeback amount and any associated fees as described in this Agreement. You acknowledge that your failure to assist us in a timely manner when investigating a transaction, including providing necessary documentation within fifteen (15) days of our request, may result in an irreversible Chargeback. We reserve the right, upon notice to you, to charge a fee for mediating and/or investigating Chargeback disputes.
31. Our Set-off Rights.
To the extent permitted by law, we may set off against the Balances for any obligation you owe us under this Agreement, including without limitation any Chargebacks. All Fees are charged at the time we process a transaction and are deducted first from the transferred or collected funds and thereafter from the Balance in your Square Account. If you owe us an amount that exceeds your Balance, we may charge or debit a payment instrument registered in your Square Account. Your failure to fully pay amounts that you owe us on demand will be a breach of this Agreement. You will be liable for our costs associated with collection in addition to the amount owed, including without limitation legal fees and expenses and collection agency fees.
32. Dormant Square Accounts.
If there is no activity in your Square Account (including access or payment transactions) for at least two (2) years, consecutively, and you have a Balance, we will notify you by sending an email to your registered email address and give you the option of keeping your Square Account open and maintaining the Balance, withdrawing the Balance, or requesting a cheque. If you do not respond to our notice within thirty (30) days, we will automatically close your Square Account and transfer your funds in accordance with applicable law, and if permitted, to Square.
33. Square Processing Errors.
We will attempt to rectify processing errors that we discover. If the error resulted in your receipt of less than the correct amount to which you were entitled, Square will credit your Square Account for the difference. If the error results in your receipt of more than the correct amount to which you were entitled, Square will debit the extra funds from your Square Account. Square will only correct transactions that you process incorrectly if and when you notify us of such an error. Your failure to notify us of a processing error within thirty (30) days of when it first appears on your electronic transaction history will be deemed a waiver of any right to amounts owed to you.
34. Your Privacy.
35. Privacy of Others.
By using the Services, you may receive information about Payers or other users. You must keep such information confidential and only use it in connection with the Services. You may not disclose or distribute any such information to a third party or use the information for marketing purposes unless you receive the express consent of the user.
36. Disclosures and Notices.
Upon acceptance of this Agreement, you confirm that you have read, understood, and accepted Square’s E-Sign Consent policy. You agree that Square can provide disclosures and notices required by law and other information about your Square Account to you electronically by posting it on our website, or by emailing it to the email address listed in your Square Account. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with paper copies. Such disclosures and notices are considered received by you within 24 hours of the time posted to our website, or within 24 hours of the time emailed to you unless we receive notice that the email was not delivered.
37. User Content.
In connection with registration for a Square Account, users may upload photos or other materials or information to the Services (“User Content”). You agree that you will not upload User Content to the Services unless you have created that content yourself, or you have permission from the copyright owner to do so.
For any User Content that you upload to the Services, you grant us and our subsidiaries, affiliates, and successors a worldwide, non-exclusive, royalty-free, fully-paid, transferable, and sublicensable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform, and publicly display that User Content throughout the world in any media in order to provide and promote the Services and Square’s business. You retain all rights in your User Content, subject to the rights granted to Square in this Agreement. You may modify or remove your User Content via your Square Account or by terminating your Square Account.
You agree not to upload to the Services or otherwise post, transmit, distribute, or disseminate through the Services any material that: (a) is false, misleading, unlawful, obscene, indecent, lewd, pornographic, defamatory, libelous, threatening, harassing, hateful, abusive, or inflammatory; (b) encourages conduct that would be considered a criminal offence or gives rise to civil liability; (c) breaches any duty toward or rights of any person or entity, including rights of publicity or privacy; (d) contains corrupted data or any other harmful, disruptive, or destructive files; (e) advertises products or services competitive with Square’s or its partners’ products and services, as determined by Square in its sole discretion; or (f) in Square’s sole judgment, is objectionable, restricts or inhibits any person or entity from using or enjoying any portion of the Services, or which may expose Square, its affiliates, or users to harm or liability of any nature.
Although Square has no obligation to screen, edit, or monitor any User Content, Square reserves the right, and has absolute discretion, to remove, screen, edit, or disable any User Content at any time and for any reason without notice. You understand that by using the Services, you may be exposed to User Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any User Content, including any loss or damage to any of your User Content.
38. Copyright and Trademark Infringement
Square respects the copyright and trademark rights of others and asks you to do the same. Square has adopted a Copyright & Trademark Policy regarding claims that third party material infringes the copyrights or trademarks of others. Square responds to all valid notices of such copyright and trademark infringement, and it is Square’s policy to suspend or terminate the access privileges of those who repeatedly infringe the copyrights and trademarks of others.
We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat or work around those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
If your Square Account is terminated for any reason or no reason, you agree: (a) to continue to be bound by this Agreement, (b) to immediately stop using the Services, (c) that the license provided under this Agreement shall end, (d) that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers, and (e) that Square shall not be liable to you or any third party for termination of access to the Services or for deletion of your information or account data.
41. Your Right to Terminate.
You may terminate this Agreement and other Square agreements by closing your Square Account at any time. Upon closure of a Square Account, any pending transactions will be cancelled. Any funds that we are holding in custody for you at the time of closure, less any applicable Fees, will be paid out to you according to your payout schedule, assuming all payout-related authentication requirements have been fulfilled (for example, you may not close your Square Account as a means of evading your payout schedule). If an investigation is pending at the time you close your Square Account, we may hold your funds as described herein. If you are later determined to be entitled to some or all of the funds in dispute, we will release those funds to you.
42. Suspension or Termination by Us.
We may terminate this Agreement and close your Square Account for any reason or no reason at any time upon notice to you. We may also suspend the Services and access to your Square Account (including the funds in your Square Account) if you (a) have violated the terms of this Agreement, any other agreement you have with Square, or Square’s policies, (b) pose an unacceptable credit or fraud risk to us, or (c) provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct.
43. Effect of Termination.
We will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Services, or in connection with any termination or suspension of the Services. Any termination of this Agreement does not relieve you of any obligations to pay any Fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in this Agreement.
Part Two: Additional Legal Terms
44. Your License.
Square grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Services solely to accept and receive payments and to manage the funds you so receive, in accordance with this Agreement. The Services include our website, any software, programs, documentation, tools, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) thereto provided to you by Square. You will be entitled to download updates to the Services, subject to any additional terms made known to you at that time, when Square makes these updates available.
While we want you to enjoy the Services, you may not, nor may you permit any third party to do any of the following: (i) access or monitor any material or information on any Square system using any manual process or robot, spider, scraper, or other automated means unless you have separately executed a written agreement with Square referencing this Section 44(i) that expressly grants you an exception to this prohibition; (ii) copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material or information from Square; (iii) permit any third party to use and benefit from the Services via a rental, lease, timesharing, service bureau or other arrangement; (iv) transfer any rights granted to you under this Agreement; (v) violate the restrictions in any robot exclusion headers on the Services or any Square service or product, work around, bypass, or circumvent any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services, except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Services, prevent access to or use of the Services by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or (vii) otherwise use the Services except as expressly allowed under this section.
The Services are licensed and not sold. Square reserves all rights not expressly granted to you in this Agreement. The Services are protected by copyright, trade secret and other intellectual property laws. Square owns the title, copyright and other worldwide Intellectual Property Rights (as defined below) in the Services and all copies of the Services. This Agreement does not grant you any rights to Square’s trademarks or service marks.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefor and registrations, renewals and extensions thereof, under the laws of any province, state, country, territory or other jurisdiction.
You may choose to or we may invite you to submit comments or ideas about the Services, including without limitation about how to improve the Services or our other products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited, and without restriction, that it will not place Square under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Square does not waive any rights to use similar or related ideas previously known to Square, or developed by its employees, or obtained from sources other than you.
You will indemnify, defend, and hold us and our processors harmless (and our respective employees, directors, agents, affiliates and representatives) from and against any and all claims, costs, losses, damages, judgments, Tax assessments, penalties, interest, and expenses (including without limitation reasonable legal fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of our Policies or the Networks’ rules; (b) your wrongful or improper use of the Services; (c) any transaction submitted by you through the Services (including without limitation the accuracy of any Product Information that you provide or any claim or dispute arising out of products or services offered or sold by you); (d) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (e) your violation of any law, rule or regulation of Canada (including its provinces and territories) or any other country (including its respective provinces, states, territories and regions); and (f) any other party’s access and/or use of the Services with your unique username, password or other appropriate security code.
47. Representation and Warranties.
You represent and warrant to us that: (a) you are at least eighteen (18) years of age; (b) you are eligible to register and use the Services and have the right, power, and ability to enter into and perform under this Agreement; (c) the name identified by you when you registered is your name or business name under which you sell goods and services; (d) any sales transaction submitted by you will represent a bona fide sale by you; (e) any sales transactions submitted by you will accurately describe the goods and/or services sold and delivered to a purchaser; (f) you will fulfill all of your obligations to each customer for which you submit a transaction and will resolve any consumer dispute or complaint directly with the purchaser; (g) you and all transactions initiated by you will comply with all federal, provincial, and local laws, rules, and regulations applicable to you and/or your business, including any applicable tax laws and regulations; (h) except in the ordinary course of business, no sales transaction submitted by you through the Services will represent a sale to any principal, partner, proprietor, or owner of your entity; (i) you will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Services; (j) your use of the Services will be in compliance with this Agreement.
48. No Warranties.
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS 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 THE SERVICE 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 THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS 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.
SQUARE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND SQUARE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
49. Limitation of Liability and Damages.
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, AND 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 THE SERVICE. UNDER NO CIRCUMSTANCES WILL SQUARE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE 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, AND EMPLOYEES) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (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 THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL SQUARE, ITS PROCESSORS, AGENTS, SUPPLIERS, OR LICENSORS (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
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.
The Services are controlled and operated from facilities in the United States. Square makes no representations that the Services are appropriate or available for use other than in Canada. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable Canadian and local laws and regulations, including but not limited to export and import regulations. You represent that you are not a person or entity described or designated under the provisions of any Canadian anti-terrorism or sanctions legislation (including, without limitation, under the Criminal Code (Canada), the Special Economic Measures Act (Canada) or the United Nations Act (Canada), or any associated regulations thereof) (a “Listed Person”). You may not use the Services if you are or become a Listed Person. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in Canada.
If a dispute of any kind arises, we want to understand and address your concerns quickly and to your satisfaction. Please contact the Square Help Center with any dispute. If we cannot resolve your concerns, we agree to an informal and inexpensive dispute resolution process requiring individual arbitration. “Disputes” between you and Square (“Square” includes its processors, suppliers or licensors (or their respective affiliates, agents, directors or employees)) are defined for the purposes of this Agreement to include any claim, controversy, or dispute (whether involving contract, tort, equitable, statutory, or any other legal theory) between you and Square 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. “Disputes” also include any claims that arose before this Agreement and that may arise after termination of this Agreement.
51. Binding Individual Arbitration.
Save and except for any Dispute in a province or territory in which arbitration is not permitted, you and Square agree to arbitrate all Disputes. Arbitration is more informal than a lawsuit in court and seeks to resolve disputes more quickly. Instead of a judge or a jury, the case will be decided by a neutral arbitrator who has the power to award the same damages and relief that a court can. ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ONLY BE ON A 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 shall be resolved finally and exclusively by binding individual arbitration with a single arbitrator administered by the American Arbitration Association (www.adr.org) or JAMS (www.jamsadr.org) according to this provision and the applicable arbitration rules for that forum, save and except for any Dispute in a province or territory in which arbitration must be carried out in accordance with the laws of such jurisdiction. Consumer claimants (individuals whose transaction is intended for personal, family, or household use) may elect to pursue their claims in their local small-claims court rather than through arbitration. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, fully applies, and any arbitration hearing will occur in San Francisco, California, or another mutually agreeable location, or a location ordered by the arbitrator, save and except for any Dispute relating to the consumer protection laws of a province or territory, in which case any such arbitration shall take place and be governed by the laws of such jurisdiction. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. For any Dispute, Square will pay all the arbitration fees. If you prevail on any claim for which you are legally entitled to legal fees, you may recover those fees from the arbitrator. For any claim where you are seeking relief, Square will not seek to have you pay its legal fees, even if fees might otherwise be awarded, unless the arbitrator determines that your claim was frivolous. For purposes of this arbitration provision, references to you and Square also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of Square services. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions in consumer cases) will be brought in and you hereby consent to the exclusive jurisdiction and venue in the state courts in the City and County of San Francisco, California, or federal court for the Northern District of California.
52. Governing Law.
This Agreement and any Dispute will be governed by California law and/or applicable United States federal law (including the Federal Arbitration Act) as applied to agreements entered into and to be performed entirely within California, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction.
53. 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 or you shall be deemed to have waived any such right.
54. Right to Amend.
We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Services with notice that we in our sole discretion deem to be reasonable in the circumstances, including such notice on our website at square.ca or any other website maintained or owned by us for the purposes of providing services in terms of this Agreement. Any use of the Services after our publication of any such changes shall constitute your acceptance of this Agreement as modified. However, any Dispute that arose before the modification shall be governed by the Agreement (including the binding individual arbitration clause) that was in place when the Dispute arose.
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.
56. Third Party Services and Links to Other Web Sites.
57. 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 Services. 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.
In addition to any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement, the following sections of this Agreement survive and remain in effect in accordance with their terms upon the termination of this Agreement: 13, 15-20, 24, 25, 27-33, 35, 37, 38, 45-60."
59. Contact Information.
Please contact the Square Help Center for all customer support and account related inquiries. Our corporate address and telephone number are Square, Inc., 1455 Market Street, Suite 600, San Francisco, CA 94103, USA, +1 (415) 375-3176.
The parties have requested that this Agreement and all related documents be drawn up in English only. Les parties aux présentes ont exigé que le présent contrat et tous les documents qui s'y rattachent soient rédigés en anglais seulement.