Square

Legal

General Terms of Service

Dated as of 23 January 2017

These General Terms of Service (the ‘General Terms’) are a legal joint supply agreement between you (‘you’ or ‘your’), Squareup Europe Limited, a company incorporated in England and Wales with company number 08957689 with a registered office at 6th Floor, One London Wall, London, EC2Y 5EB (‘Square Europe’) and Squareup International Limited, a company incorporated in Ireland with company number 583287 whose registered office is at 70 Sir John Rogerson’s Quay, Dublin 2, Ireland (‘Square International’ and together with Square Europe, ‘Square’). These General Terms govern your use of Square’s services, including mobile applications, websites, software, hardware and other products and services (collectively, the ‘Services’), whether such Services are offered by Square Europe, Square International or a subsidiary or an affiliate of either such company (each, a ‘Square Company’). Effective upon the earlier of your clicking “Accept” or your use of any of the Services, you accept and agree to these General Terms and any policies referenced within (‘Policies’), including terms that limit Square’s liability (see Section 15) and require arbitration for any potential legal dispute (see Section 18). You also agree to any additional terms specific to Services you use (the ‘Additional Terms’). If you are using the Services on behalf of a business, you agree that you are accepting these General Terms and have authority to enter into these General Terms, on behalf of that business. Those Additional Terms become part of your agreement with us, including those listed below. You should read all of the terms carefully.

Privacy Policy: Those provisions of the Privacy Policy that are applicable to you as a merchant apply when you use the Services.

Payment Terms: These terms (Payment Terms) apply to all payments processed through the Services.

Point-of-Sale, SaaS and Services Terms: These terms (SaaS Terms) govern your license to Square intellectual property, including the Square Point-of-Sale application, and your use of certain Services.

1. Privacy

You agree to Square’s Privacy Policy, which explains how Square collects, uses and protects the personal information you provide to us.

2. Square Account Registration

You must open an account with Square (a ‘Square Account’) to use the Services. During registration, Square will ask you for information, including your name and other personal information. You must provide accurate and complete information in response to Square’s questions and keep that information current by updating Square Support. You are fully responsible for all activity that occurs under your Square Account, including for any actions taken by persons to whom you have granted access to the Square Account. Square reserves the right to suspend or terminate the Square Account of any user who provides inaccurate, untrue or incomplete information or who fails to comply with the account registration requirements.

3. Revisions, Disclosures and Notices

Each of Square International and Square Europe may amend the General Terms and any applicable Additional Terms or Policies at any time with notice that it deems to be reasonable in the circumstances, by posting the revised version on Square’s website (the ‘Square Website’) or communicating it to you through the Services (each, a ‘Revised Version’). Each Revised Version will be effective as of the time it is posted. Your continued use of the Services after the posting of a Revised Version constitutes your acceptance of such Revised Version. However, any Dispute (as defined in Section 17) that arose before the changes will be governed by the General Terms, Additional Terms or Policies in place when the Dispute arose. Notwithstanding the foregoing, the Payment Terms may be varied only in accordance with the provisions set out in Section 34 of the Payment Terms.

Unless applicable (a) laws, (b) regulatory requirements, including the Payment Services Regulations 2009 or (c) mandatory standards or codes of practice of any competent authority (collectively, ‘Applicable Law’) require an alternative or specific method of communication, you agree that any Square Company may electronically provide or make available to you (as relevant) any Communication (as defined below), by (i) posting it on the Square Website, (ii) pushing notifications through the Services, (iii) emailing it to the email address listed in your Square Account, (iv) sending you a text message to the primary mobile phone number you have listed in your Square Account, (v) uploading it to your Square Account or (vi) making the Communications otherwise accessible via the Square Website or other applications. In such circumstances, a Communication has the same meaning and effect as if such Square Company had provided you with paper copies. A Communication is considered received by you twenty-four (24) hours after it is issued, unless the relevant Square Company receives notice that it was not delivered.

If you wish to withdraw your consent to receiving electronic Communications, you should contact Square Support. Any withdrawal of your consent will be effective four weeks after Square Support receives your email. If Square Companies are not able to communicate with you otherwise than electronically as set out in this Section 3, you may need to terminate your Square Account or your use of certain or all of the Services.

You have the right to receive a Communication in paper form. To request a paper copy of any Communication at no charge, please email Square Support no later than 180 calendar days of the date the Communication was issued.

You can change your email address by emailing Square Support. You may also be able to change your email address through your Square Account.

A ‘Communication’ includes but is not limited to any: (a) disclosure, (b) notice, (c) agreement or policy such as the Additional Terms, (d) payment authorisation or transaction receipt or confirmation, (e) account statement or history or (f) relevant tax statement or document or any other written information relating to your Square Account or your use of the Services.

4. Restrictions

You may not directly or indirectly export the Services. The Services may be subject to export restrictions imposed by Applicable Law. You may not, nor may you permit any third party to: (a) access or monitor any material or information on any Square Company system using any manual process or robot, spider, scraper or other automated means; (b) copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material, Services or information from any Square Company; (c) use and benefit from the Services via a rental, lease, timesharing, service bureau or other arrangement; (d) transfer any rights granted to you under these General Terms; (e) violate the restrictions in any robot exclusion headers on any Service, 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 Applicable Law; (f) 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 any person that signs up for a Square Account to use Payment Services (a ‘Square Seller’) or impose an unreasonable or disproportionately large load on Square International’s infrastructure; (g) use the Services in a way that distracts or prevents you from obeying traffic or safety laws; (h) use the Services for the sale of firearms, firearm parts, ammunition, weapons or other devices designed to cause physical harm; (i) use the Services for any illegal activity or goods or in any way that exposes you, other Square Sellers, any Square Company or any of their partners to harm; or (j) otherwise use the Services except as expressly allowed under this these General Terms and applicable Additional Terms and Policies.

If Square reasonably suspects (including as a result of recommendations made by Square International) that your Square Account has been used for an unauthorised, illegal or criminal purpose, you give Square express authorisation to share information about you, your Square Account and any of your transactions with law enforcement.

5. Compatible Mobile Devices and Third Party Carriers

Neither Square International nor Square Europe warrants that the Services will be compatible with your mobile device or carrier. Your use of the Services may be subject to the terms of your agreements with your mobile device manufacturer or carrier. You may not use a modified device to use the Services if the modification is contrary to the manufacturer’s software or hardware guidelines, including disabling hardware or software controls—sometimes referred to as ‘jail broken.’

6. Your Content

You may be able to upload or provide photos, logos, products, loyalty programmes, promotions, advertisements and other materials or information (‘Content’) using the Services.

You grant each Square Company and its successors a worldwide, non-exclusive, royalty-free, fully-paid, transferable and sub-licencable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform and publicly display your Content throughout the world in any media in order to provide and promote the Services. You retain all rights in your Content, subject to the rights you grant to each Square Company in these General Terms. You may modify or remove your Content via your Square Account or by terminating your Square Account, but your Content may persist in historical, archived or cached copies and versions thereof available on or through the Services.

You will not upload or provide Content or otherwise post, transmit, distribute or disseminate through the Services or present in your physical establishment 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 offense or gives rise to civil liability; (c) breaches any duty toward or rights of any person or entity, including rights of publicity, privacy or Intellectual Property Rights; (d) contains corrupted data or any other harmful, disruptive or destructive files; (e) advertises products or services competitive with a Square Company’s or its partners’ products and services, as determined by Square International in its sole discretion; or (f) in Square International’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 any Square Company or Square Seller to harm or liability of any nature.

Although Square has no obligation to monitor any Content, Square has absolute discretion to remove Content at any time and for any reason without notice. You understand that by using the Services, you may be exposed to Content that is offensive, indecent or objectionable. Neither Square International nor Square Europe takes any responsibility or assumes any liability for any Content, including any loss or damage to any of your Content.

Square International and Square Europe respect the copyright and trademark rights of others and ask you to do the same. Square International and Square Europe have adopted a Copyright & Trademark Policy (available at https://squareup.com/legal/copyright) regarding claims that third party material infringes the copyrights or trademarks of others. Square International responds to all valid notices of such copyright and trademark infringement and its policy is to suspend or terminate the access privileges of those who infringe the copyrights and trademarks of others.

8. Security

Square International and Square Europe have implemented technical and organisational measures designed to secure your personal information from accidental loss and from unauthorised access, use, alteration or disclosure. However, neither Square International nor Square Europe can guarantee that unauthorised third parties will never be able to defeat those measures or use your personal information for improper purposes.

You are responsible for safeguarding your password and for restricting access to the Services from your compatible mobile devices and computer(s). You will immediately notify Square Support of any unauthorised use of your password or Square Account or any other breach of security. Notwithstanding Sections 17 and 18, in the event of any dispute between two or more parties as to account ownership, Square will be the sole arbiter of such dispute in its sole discretion after taking into consideration the recommendations of Square International. Square’s decision (which may include termination or suspension of any Square Account subject to dispute) will be final and binding on all parties.

Square International may offer Services to be paid for on a recurring basis or on an as-used basis (collectively, ‘Paid Services’, the fees for the Paid Services being ‘Paid Service Fees’). Paid Service Fees may be paid by debit card, credit card or deducted from your transaction proceeds. If you link a debit or credit card to your account, you authorise Square Europe, as agent for Square International, to collect Paid Service Fees by debit from your linked debit card or charge to your linked credit card. Regardless of payment device, Square Europe reserves the right to collect Paid Service Fees, as agent for Square International, by deduction from your transaction proceeds, the Balance (as defined in the Payment Terms) in your Square Account or your linked bank account.

10. Termination

Unless otherwise required by Applicable Law, Square may immediately terminate these General Terms and any applicable Additional Terms or suspend or terminate your Square Account or your access to any Service. Square may terminate your Square Account if you, as a for-profit business, as a matter of policy, discriminate in providing goods or services to people based on sexual preference, race, colour, religion, sex, national origin, age or disability. Notwithstanding the foregoing, Square Europe may only terminate the Payment Services (as defined in the Payment Terms) in accordance with the Payment Terms.

You may terminate these General Terms or any Additional Terms at any time from your Square Account Settings. If you terminate these General Terms, you will be deemed to have terminated the Payment Terms on the same day.

11. Effect of Termination

If these General Terms or your Square Account is terminated or suspended for any reason: (a) any rights granted under these General Terms will end, (b) Square International may (but has no obligation to) delete your information and account data stored on its servers and (c) no Square Company will be liable to you or any third party for compensation, reimbursement or damages for any termination or suspension of the Services or for deletion of your information or account data. In addition to any continuing obligations under any Additional Terms, the following sections of these General Terms survive and remain in effect in accordance with their terms upon termination: 6 (Your Content), 7 (Copyright and Trademark Infringement), 11 (Effect of Termination), 12 (Indemnity), 13 (Your Representations and Warranties), 14 (Our Representations and Warranties), 15 (Limitation of Liability), 16 (Third Party Products), 17 (Disputes), 18 (Arbitration), 19 (Governing Law), 20 (Limitation on Time to Initiate a Dispute), 21 (Assignment), 22 (Third Party Service and Links to Other Web Sites) and 23 (Other Provisions).

12. Indemnity

You will indemnify, defend and hold each Square Entity (as defined below) harmless 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 these General Terms; (b) your wrongful or improper use of the Services; (c) your violation of any Applicable Law; and (d) any other party’s access and/or use of the Services with your unique name, password or other appropriate security code.

‘Square Entity’ means (i) each Square Company, (ii) each of the licensors, suppliers and processors of each Square Company and (iii) each of the respective affiliates, officers, employees, agents or contractors of each entity set forth in clauses (i) and (ii).

13. Your Representations and Warranties

You represent and warrant to Square 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 these General Terms, including on behalf of any business using the Services hereunder; (c) any information you provide in connection with the Services, including your business name, accurately and truthfully represents your business or personal identity under which you sell goods and services; (d) you and all transactions initiated by you will comply with all Applicable Law; (e) 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; and (f) your use of the Services will be in compliance with these General Terms and the Additional Terms.

14. Our Representations and Warranties

EACH SQUARE ENTITY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

NO SQUARE ENTITY WARRANTS OR GUARANTEES THAT THE SERVICES ARE ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

No Square Entity warrants, endorses, guarantees or assumes responsibility for any product or services advertised or offered by a third party. No Square Entity has control of or liability for, goods or services that are paid for using the Services.

Subject to the foregoing, Square Europe warrants that the Payment Services will be provided with reasonable care and skill. If this warranty is breached, you must notify Square Support as soon as possible. You must give Square Support a reasonable time to fix the problem, which solution may include (a) supplying you with a reasonable way to work around the problem that is not materially detrimental to you and/or (b) re-performing any relevant Service(s). Square Support will attempt to fix any such problems without any additional charge to you. If Square Support is able to do so within a reasonable time, this will be your sole and exclusive remedy in relation to any breach and no Square Company will have any obligation or liability in relation to such breach.

15. Limitations of Liability

Square Europe will provide the Payment Services to you in accordance with the Payment Terms. Square International will provide the SaaS Services to you in accordance with the SaaS Terms. For the avoidance of doubt, Square Europe shall have no liability to you in respect of the SaaS Services or the performance or non-performance of any obligations of Square International under the SaaS Terms or these General Terms and Square International shall have no liability to you in respect of the Payment Services or the performance or non-performance of any obligations of Square Europe under the Payment Terms or these General Terms.

Neither your nor Square’s liability: (a) for death or personal injury caused by its negligence; (b) for fraudulent misrepresentation or for any other fraudulent act or omission; (c) for breach of any statutorily-implied term as to title to goods supplied; (d) under Part I of the Consumer Protection Act 1987; (e) for any other liability which may not lawfully be excluded or limited including under the Payment Services Regulations 2009, is excluded or limited by these General Terms, even if any other term of these General Terms would otherwise suggest that this might be the case.

No Square Entity will be liable (whether from breach of 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 these General Terms, 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 Section, the term ‘loss’ includes a partial loss or reduction in value as well as a complete or total loss).

No Square Entity will be liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss, damage, expense or liability incurred or sustained as a result of: (a) the use of any Service except for its normal intended purpose; (b) any adaptation or modification of any Service or integration or combination with any other product or material not supplied by any Square Company, in each case carried out by anyone other than any Square Company or without its express written consent; (c) the compliance by any Square Company with any design, specification or instructions provided by you on your behalf; and/or (d) any Merchant Content or Third Party Services.

Subject to the first, second and third paragraphs of this Section 15, any Square Entity’s total liability arising out of or relating to these General Terms or its subject matter and to anything which it has done or not done in connection with the same (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) will be limited, in respect of each event or series of connected events, to the greater of: (a) the total of all amounts payable by you under these General Terms in the three-month period immediately preceding the event giving rise to such liability (or, in the case of a series of connected events, the first such event); and (b) £500 (GBP).

16. Third Party Products

Except as expressly set out in these General Terms, all third party hardware and other products included or sold with the Services are provided solely according to the warranty and other terms specified by the manufacturer, who is solely responsible for service and support for its product. For service, support or warranty assistance with the Muira reader provided to you by Square, please contact Square Support. For service, support or warranty assistance for other third party hardware or other products, you should contact the manufacturer directly.

17. Disputes

‘Disputes’ are defined as any claim, controversy or dispute between you and any Square Entity, including any claims relating in any way to these General Terms or the Services or any other aspect of your relationship with any Square Entity.

18. Arbitration

Any Dispute between you and either or both of Square Europe and Square International (such Square party to a Dispute, the ‘Square Party’) arising out of or in connection with these General Terms or any Additional Terms or Policies, including in respect of their interpretation, subject-matter or termination, will be referred to and finally resolved by arbitration under the rules of the London Court of International Arbitration (‘LCIA’), which rules are deemed to be incorporated by reference into these General Terms. The number of arbitrators will be one, unless the LCIA determines that, in view of all the circumstances of the case, a three-member tribunal is appropriate. The place and seat of arbitration will be London, England. The language to be used in the arbitration proceedings will be English. Any reference under this Section 18 will be deemed to be a reference to arbitration within the meaning of the Arbitration Act 1996. The arbitrator’s decision will be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The Square Party will pay all the arbitration fees due to LCIA for any Dispute. If you prevail on any claim for which you are legally entitled to attorney’s fees, you may seek to recover those fees from the arbitrator. For any claim where you are seeking relief, the Square Party will not seek to have you pay its attorney’s 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 any Square Party also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorised users or beneficiaries of the Services. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.

Notwithstanding the foregoing, nothing in these General Terms, Policies, Additional Terms or related documents will prevent any party from commencing proceedings and pursuing claims before a court of competent jurisdiction in accordance with the second paragraph of Section 19 in cases in which interim, injunctive or declaratory relief is required or where the right to issue proceedings would be prejudiced by the impending expiration of any applicable limitation period.

Notwithstanding anything to the contrary in this Section 18, any Dispute, to the extent arising out or of connection with the Payment Services, may only be resolved in accordance with Section 38 of the Payment Terms.

19. Governing Law

These General Terms and any Dispute are governed by the law of England and Wales, without regard to choice of law or conflicts of law principles.

Subject to and without waiver of the arbitration provisions in Section 18, you irrevocably agree that the English courts in London, England will have exclusive jurisdiction to settle any Dispute, but Square International and Square Europe are each entitled to apply to any court worldwide for injunctive or other remedies in order to protect or enforce their respective Intellectual Property Rights and/or Confidential Information.

20. Limitation on Time to Initiate a Dispute

Any action or proceeding by you relating to any Dispute must commence within one year after the cause of action accrues.

21. Assignment

These General Terms 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.

You may be offered services, products and promotions provided by third parties and not by a Square Company (‘Third Party Services’). If you decide to use Third Party Services you will be responsible for reviewing and understanding the terms and conditions for these services. Neither Square International nor Square Europe is responsible for the performance of any Third Party Services. The Services may contain links to third party websites. The inclusion of any website link does not imply an approval, endorsement or recommendation by any Square Company. Such third party websites are not governed by these General Terms. You access any such website at your own risk. Square International and Square Europe expressly disclaim any liability for these websites. When you use a link to go from the Services to a third party website, Square’s Privacy Policy is no longer in effect. Your browsing and interaction on a third party website, including those that have a link in the Services is subject to that website’s own terms, rules and policies.

23. Other Provisions

These General Terms and any applicable Additional Terms and Policies, constitute the entire agreement between you and Square and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

You and each Square Company agree that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. You and each Square Company agree that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these General Terms and any applicable Additional Terms and Policies. If any provision of these General Terms or any Additional Term 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. These General Terms do not limit any rights that Square International or Square Europe may have under trade secret, copyright, patent or other laws. No waiver of any term of these General Terms will be deemed a further or continuing waiver of such term or any other term.

Except as provided by this Section 23, no express term of these General Terms or any term implied hereunder is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 (the ‘Act’) by any person who is not a party hereto, but this does not affect any right or remedy of a third party which exists or is available, apart from pursuant to that Act. Any Square Entity may enforce any provision of these General Terms subject to and in accordance with the provisions of the Act.

Nothing in these General Terms or in any document referred to herein or in any arrangement contemplated herein creates a partnership or joint venture.

It is a condition of these General Terms that, in pre-contract negotiations and in the exercise of its rights or the performance of its obligations under these General Terms, each party hereto will at all times ensure its compliance with all Applicable Law relating to anti-bribery and anti-corruption, including the Bribery Act 2010 (‘Anti-bribery Laws’) and that no party hereto will commit (or procure the commission of) any breach of any Anti-bribery Laws or do anything that would cause any other party to commit an offence under any Anti-bribery Laws.