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Developer Terms of Service

Last Updated: 23/10/2017

These Square Developer Terms of Service (“Agreement”) are a legal agreement between you (“you,” “your”) and Squareup Europe Limited (‘Square Europe’) and Squareup International Limited (‘Square International’ and together with Square Europe, ‘Square’, ‘we’, ‘our’ or ‘us’) governing your use of Square’s software development kit files, tools, programs and utilities, as well as any plug-in or other application programming interfaces (“APIs”), sample code (including runtimes and libraries) and related documentation (collectively “Developer Tools”). Please read this Agreement carefully. To access the Developer Tools, you must accept all of the terms of this Agreement.

1. Your access to and use of Square Developer Tools and Content.

Your use of Square Developer Tools, and related materials made available to you is subject to and must comply with these Square Developer Terms of Service, Square’s General Terms of Service, Square’s Privacy Policy and the documentation and guidelines accompanying the Developer Tools.

  1. You may use Developer Tools 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 that interact with Developer Tools (your “Service”). Any payment processing enabled by you via a Square API requires a Square account and is subject to Square’s General Terms of Service. You are solely responsible for, and Square disclaims all liability for, your Service.

  2. Your use of Developer Tools and Content are subject to certain limitations on access, calls and use as set forth in this Agreement, in the Square documentation accompanying such Developer Tools, or as otherwise provided to you by Square. If Square assigns you developer credentials or client IDs, you must use them with applicable Developer Tools. You will not misrepresent or mask either your identity or your Service’s identity when using the Developer Tools or developer accounts. If Square believes that you have attempted to exceed or circumvent these limitations, your ability to use Developer Tools 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 or any other information that can be used (by You or others) to identify a Square account holder or access their Content.

  4. You will use Developer Tools and operate Services which access Developer Tools 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 Developer Tools to encourage or promote illegal activity. You will only access the applicable Developer Tools following the implementation instructions and other requirements specified in the documentation for such Developer Tools, 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 Services. You agree that at all times you and your Services will, at your effort and expense, be compliant with the Data Protection Act 1998 and related laws (along with any replacements or updates to such Act and laws), 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 Developer Tools 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, non-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.

  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. You may use certain Square APIs to facilitate payments to be collected by Square from Square Sellers.  Where available, Square APIs may be used to facilitate your collection of fees from Square Sellers. You are responsible for clearly and accurately describing the fees you collect from Square Sellers and you will notify them prior to making any changes to those fees. If you are utilizing Square APIs in order to charge fees to Square Sellers on a per-transaction basis, then you authorize Square to act as your agent for the limited purposes of holding, receiving, and disbursing payments, consisting of and/or sourced from such Square Sellers’ payment processing proceeds.  You acknowledge and agree that Square does not act on the your behalf or on the Square Sellers’ behalf as money transmitter or a money services business (as those terms are commonly construed under applicable law) or in any other similar capacity except as expressly provided in this Agreement.  You acknowledge and agree that you will be solely responsible for collecting and remitting to any taxing authority any sales, value-added or similar taxes for your Service.

2. Developer Tools Access Prohibitions.

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

  1. Sell, rent, lease, sublicense, redistribute or syndicate access to Developer Tools or to Content other than your own; or

  2. Create a Service that functions substantially the same as Developer Tools or any Square service.

3. Content Prohibitions.

You will not, nor will you permit another party, without the express consent of the Square Seller, to:

  1. scrape, build databases, store, 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. Additionally, 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.

4. Submission of Content.

Certain Developer Tools allow for the submission of content, and except as expressly provided in these terms, Square does not acquire any ownership of any intellectual property rights that you or the Square Sellers hold in the content that you submit using the Developer Tools. By submitting, posting or displaying content to or from the Developer Tools through your Service, you give Square a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such content. However, Square will only use such content for the purpose of enabling Square to provide its services, the Developer Tools and only in accordance with the applicable Square privacy policies. Before you submit content via Developer Tools and your Service, ensure that you have the necessary rights (including any necessary rights from Square Sellers) to grant us the license.

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 Developer Tools, Square Marks, 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 section 1 above and 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 Developer Tools 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 Developer Tools, and (iii) that Square shall not be liable to you or any third party for termination or suspension of access to the Developer Tools.

  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 Developer Tools 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 Developer Tools, or in connection with any termination or suspension of Developer Tools.

8. Disclaimer of Warranty.

Developer Tools are provided on an “as is” and “as available” basis. Use of the Developer Tools is at your own risk. To the maximum extent permitted by applicable law, Developer Tools are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability or satisfactory quality, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from Square or through any developer tool 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 Developer Tools are accurate, reliable or correct; that Developer Tools will meet your requirements; that Developer Tools will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that Developer Tools are free of viruses or other harmful components. Any content or data downloaded or otherwise obtained through the use of Developer Tools 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.

9. Limitation of Liability.

  1. Nothing in this Agreement excludes or limits any party’s liability for: (a) death or personal injury caused by its negligence; (b) fraudulent misrepresentation or for any other fraudulent act or omission; or (c) any other liability which may not lawfully be excluded or limited, even if any other term of this Agreement would otherwise suggest that this might be the case.

  2. Subject to paragraph 9a above, in no event will Square, or any of its processors, suppliers or licensors (or any of their respective affiliates, agents, directors or employees) be liable (whether in contract, tort (including negligence), breach of statutory duty, or otherwise), for any: (a) loss of profit; (b) loss of sales, turnover, revenue or business; (c) loss of customers or contracts; (d) loss of or damage to reputation or goodwill; (e) loss of opportunity; (f) loss of anticipated savings; (g) loss of any software or data; (h) loss of use of hardware, software or data; (i) loss or waste of management or other staff time; or (j) indirect, consequential or special loss; arising out of or relating to this Agreement, whether or not such loss was foreseeable or if the party which would otherwise be liable for such loss was advised of its possibility (and, for the purposes of this paragraph, the term “loss” includes a partial loss or reduction in value as well as a complete or total loss).

  3. Subject to paragraph 9a above, under no circumstances will Square be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of Developer Tools or your Square account, or the information contained therein to the maximum extent permitted by applicable law, Square, and its processors, suppliers and licensors (or any of their respective affiliates, agents, directors or employees) assume no liability or responsibility for any (i) errors, mistakes, or inaccuracies of Developer Tools or Content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of Developer Tools; (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 Developer Tools; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through Developer Tools 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 Developer Tools; and/or (vii) your services. Given that Square provides access to developer tools at no charge, in no event shall the aggregate liability of Square, or any of its processors, suppliers or licensors (or any of their respective affiliates, agents, directors or employees) arising in connection with this Agreement exceed £500 (GBP)

  4. 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 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; (b) your wrongful or improper use of the Developer Tools or Content; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (d) any content posted bv you; (e) your violation of any law, rule or regulation of the United States or any other country; or (f) any other party’s access and/or use of Developer Tools with your unique name, password or other appropriate security code.

11. Modification of Terms.

We may amend this Agreement and the documentation and guidelines accompanying the applicable Developer Tools, at any time with notice that we deem to be reasonable in the circumstances, by posting the revised version on our website or communicating it to you through your Square account (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 Developer Tools 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 terms of service in place when the Dispute arose.

12. Binding Individual Arbitration.

Any claim, dispute, or controversy (“Dispute”) by either you or Square against the other, or against the officers, directors, employees, agents, parents, subsidiaries, affiliates, beneficiaries, agents, successors, or assigns of the other, 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 Disputes regarding the applicability of this arbitration clause or the existence, validity or termination of this Agreement, shall be resolved exclusively and finally by binding arbitration administered under the rules of the London Court of International Arbitration (“LCIA”), which rules are deemed to be incorporated by reference into this Agreement.

You and Square will agree on another arbitration forum if the LCIA ceases operations.
The arbitration will be conducted before a single arbitrator nominated by Square unless the LCIA determines that, in view of all the circumstances of the case, a three-member tribunal is appropriate and will be limited solely to the Dispute between you and Square.

In the event that the LCIA determines that a three-member tribunal is appropriate, the arbitrators shall be appointed as follows:

  1. You and Square shall each have the right to nominate one arbitrator;

  2. The two arbitrators so nominated shall then jointly nominate the third arbitrator who shall act as chairman of the arbitral tribunal;

  3. Subject to you and us agreeing otherwise in writing, if either of us fails to nominate an arbitrator within 28 days of the request for arbitration, that party’s right to nominate an arbitrator shall pass to the party who does nominate the arbitrator, who will have a further 28 days to nominate a second arbitrator.

The seat, or legal place, of the arbitration shall be London.

The language to be used in the arbitral proceedings shall be English.

All arbitral hearings, whether interim or final, procedural or substantive, shall take place in London.

The arbitration, or any portion of it, will not be consolidated with any other arbitration.

Square shall pay all the legal fees relating to a Dispute resolved in accordance with this Section, unless you have brought a Dispute that the arbitrator determines was frivolous.

Any decision rendered in such arbitration proceedings will be final and binding on the parties, and judgment may be entered in a court of competent jurisdiction. This arbitration agreement applies to all Disputes now in existence or that may arise in the future. Nothing in this Agreement shall be construed to prevent any party’s use of (or advancement of any Disputes, defenses, or offsets in) bankruptcy or repossession, replevin, judicial foreclosure or any other prejudgment or provisional remedy relating to any collateral, security or other property interests for contractual debts now or hereafter owned by either party to the other.

13. Governing Law.

This Agreement and any Dispute will be governed by the law of England and Wales, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction.

Subject to and without waiver of the arbitration provisions in Section 12, you irrevocably agree that the English courts in London, England will have exclusive jurisdiction to settle any Dispute, but Square is entitled to apply to any court worldwide for injunctive or other remedies in order to protect or enforce its intellectual property rights.

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 and any attempted transfer or assignment will be null and void.
 
#### 16. Other Provisions.

Except as expressly provided in this Agreement, these Developer Terms of Service are a complete statement of the agreement between you and Square regarding the Developer Tools. In the event of a conflict between this Agreement and any other Square agreement or policy, this Agreement shall prevail and control the subject matter of this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, then it will 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. The Agreement does not limit any rights that Square may have under trade secret, copyright, patent, or other laws. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.

17. Survival.

The following sections of this Agreement survive and remain in effect in accordance with their terms upon termination of this Agreement: 6 (Ownership. Feedback), 7 (Termination), 8 (Disclaimer of Warranty), 9 (Limitation of Liability), 10 (Indemnification), 12 (Binding Individual Arbitration), 13 (governing Law), 14 (Limitation on Time to Initiate a Dispute), 15 (Assignment) and 16 (Other Provisions).