Square Cash User Agreement
Last updated: March 16, 2016
This Square Cash User Agreement (the “Cash Terms”) is a contract between you and Square, Inc. (“Square,” “we,” “our,” or “us”) and governs your use of Square Cash, a payment service (the “Service”) offered by Square. By using the Service, you agree that you have read, agree to be bound by and accept the Cash Terms. If you are using the Service on behalf of a business or entity, that business or entity accepts these terms.
You must be a resident of the United States and 18 years, and the age of majority in your State of residence, or older to use the Services. You must use the Services in the United States and create an account with your email or a wireless telephone number you own.
II. Square Cash Account
1. Square Cash Profile
Your Square Cash account profile consists of the information entered or collected in the course of signing up for the Service and any information you subsequently add or update from your account settings (“Account”). You represent and warrant that any information you enter in your Account is true and accurate. All Account information is subject to Square’s Copyright and Trademark Policy.
To register, create and use an account, Square may require that you submit certain information, including but not limited to your name, email address, text-enabled cellular/wireless telephone number, street address or zip code, date of birth, and social security number to Square. You agree that the information you provide is true, accurate, current and complete, and you agree to maintain and update this information with us as necessary.
You hereby authorize Square, directly or through third parties, to make any inquiries we consider necessary to validate your identity and/or authenticate your identity and account information and, for business accounts, your company or employer. This may include asking you for further information and/or documentation about your account usage or identity, or requiring you to take steps to confirm ownership of your email address, wireless/cellular telephone number or financial instruments, and verifying your information against third party databases or through other sources.
2. Account Statements
You have the right to receive an account statement. You may view your account statement by logging into your Account.
You may select a unique alpha-numeric name to identify yourself on the Service (a “Cashtag”). Your Cashtag must accurately and truthfully represent your business or personal identity. You may not select a Cashtag that misleads or deceives others as to your identity or creates an undue risk of chargebacks or mistaken payments. We may require you to change your Cashtag or details of your Account in our sole discretion, and we may reclaim or make unavailable Cashtags without liability to you.
4. Sharing of Your Information
5. Text Messages
By providing us with a mobile phone number, you consent to receiving text (SMS) messages from us. If you provide us with the mobile number of any other person or entity when initiating or requesting a payment through the Service, you represent and warrant to us that the person or entity has consented to receive text messages from us related to that payment. Standard text messaging rates may apply based on your plan with your mobile phone carrier.
III. Funding Sources
1. Cash Drawer as Funding Source
- Cash Drawer. You can keep funds in Cash (the “Cash Drawer”). Such funds are available for new transfers. You do not need to use your Cash Drawer to make or receive payments. Square may impose limitations on how much money you can keep in your Cash Drawer and reserves the right to change the limitation at any time and shall settle funds to your bank account as necessary. If you do hold funds in your Cash Drawer, Square will hold such funds separate from its corporate funds, will not use your funds for any corporate purposes, nor will Square voluntarily make your funds available to its creditors in the event of bankruptcy. Square will combine your funds with the funds of other users and place those pooled accounts in one or more bank accounts in Square’s name.
- Interest. You agree that you will not receive interest on the funds that Square handles and places in pooled accounts. Square does not typically receive interest on funds held for its users. However, in consideration for your use of the service, you irrevocably transfer and assign to Square all right that you may have in any interest that may accrue on funds held in pooled accounts.
- Transferring Money to Your Bank Account
- Generally: You may electronically transfer funds from your Cash Drawer to your bank account. We may limit how many transfers you can initiate from your Cash Drawer to your bank account and how much money you can transfer in a single transaction. We reserve the right to delay or further limit such transfers while we screen for risk, or we may request you provide additional information to verify your identity.
- Limitations: You may not transfer funds from your Cash Drawer to your bank account to evade a payment investigation. If you attempt to transfer your Cash Drawer while we are conducting an investigation, we may hold your funds for up to 180 days to protect Square or a third party against the risk of reversals, chargebacks, claims, fees, fines, penalties and other liability. You will remain liable for all obligations related to your account even after the account is closed.
2. Card as Funding Source
To send funds or make a payment transaction using a credit or debit card as your funding source you must have either (i) a credit card issued by a U.S.-based bank or financial institution bearing the trademark of MasterCard International Inc. (“MasterCard”), Visa Inc. (“Visa”), American Express Travel Related Payment Services Company, Inc. (“American Express”), or DFS Services, LLC (“Discover”), or (ii) a valid debit card issued by a U.S.-based bank or financial institution bearing the Visa, MasterCard or Discover logo (a credit or debit card, each a “Card”). Any such debit card is an “Eligible Debit Account” and any such credit card is an “Eligible Credit Account” (and together with an Eligible Debit Account, an “Eligible Transaction Account”) once you register it with your Account. You may not use prepaid cards or gift cards with the Service.
If your credit card account number changes or your credit card expiration date changes, we may acquire that information from our financial services partner and update your account accordingly.
3. Default Funding Sources
When you make a Square Cash payment:
- If you have funds in your Cash Drawer that can cover your full transaction, and no credit card linked, your default funding source will be your Cash Drawer;
- If you have a credit card linked and funds in your Cash Drawer that can cover your full transaction, you will be prompted to select your prefered funding source;
- If the funds in your Cash Drawer will not cover your full transaction, the Service will use the debit or credit card you have designated as your primary funding source to make the full payment.
Square may limit the funding sources available for your use for a specific transaction to reduce risk.
Each funding source will have different dispute resolution rights and procedures in the event your transaction turns out to be unsatisfactory. Your dispute resolution rights are determined by the funding source used to fund your transaction.
IV. Peer to Peer Service
1. Description Of Service.
The Peer to Peer Service (“P2P”) allows you to transmit funds or receive funds for peer to peer personal, non-commercial purposes.
2. Sending Cash
Once you have registered for an Account and either (a) set up an Eligible Transaction Account, or (b) activated your Cash Drawer and have sufficient funds in your Cash Drawer, you will be able to initiate funds transfers. As a party initiating a transfer (“Sender”), you will transfer funds to your selected recipient (“Recipient”) by designating the Recipient and the transfer amount to us (collectively “Payment Instructions”). Your Payment Instructions authorize us (1) to move funds out of your Eligible Transaction Account or Cash Drawer and into the Eligible Debit Account or Cash Drawer of your designated Recipient (a “Payment”). By submitting a Payment Instruction, you are also authorizing us to move money to your Eligible Transaction Account or Cash Drawer for Payments that are canceled or otherwise returned (a “Credit”).
You understand and agree that when you initiate a Payment Instruction the processing of the Payment Instruction will begin, and funds will leave your Eligible Transaction Account or Cash Drawer, as early as the day of the initiation of such Payment Instruction. However, we will only begin to process the requested transfer of funds to the Recipient once the Recipient has provided all required information, and you hereby authorize and direct us to retain such funds until the earlier of such time as the Recipient has provided all required information or fifteen (15) days.
You agree that we shall incur no liability if we are unable to complete any transaction because of: (i) insufficient funds in the Eligible Transaction Account or Cash Drawer; (ii) malfunction of the Service due to circumstances beyond our control or due to circumstances that you were already aware of at the time you initiated your Payment Instruction; (iii) inaccurate or insufficient Payment Instructions; or (iv) failure of the Recipient to claim the Payment.
3. Requesting Cash
You may also initiate a P2P request for funds to be transferred to your Eligible Debit Account or Cash Drawer by designating the amount of funds requested and your selected Sender (a “Cash Request”). If the Sender approves your Cash Request, your Cash Request will become the Sender’s Payment Instructions and be processed as described in these Cash Terms. Should your designated Sender decline the Cash Request, we are not liable for the requested funds.
4. Receiving Cash
Once you have created an Account, when you receive a Square Cash payment:
- If your Cash Drawer is activated, such payment will be held in your Cash Drawer and you can transfer such funds in accordance with Section II(1)(c) above.
- If your Cash Drawer is not activated, such payment will be transferred to your linked Eligible Debit Account, within two (2) business days.
You understand and agree that there may be a delay between the time you are notified of a pending Payment Instruction and the deposit of the Payment into your Eligible Debit Account or Cash Drawer, and that you may be required to take additional steps to facilitate the deposit. You authorize us to send you emails or text messages related to any Payment directed to you.
5. Invalid Payments
If you receive a Payment and we later determine in our sole discretion that the Payment was invalid for any reason, then you hereby authorize us to move funds from your Eligible Debit Account in an amount equal to the Payment.
You agree that we will not be liable in any way for any Payments that you may receive, regardless of whether you authorized the Sender to send them to you.
6. Limitations on Use.
You agree that you are independently responsible for complying with all applicable laws in all of your activities related to your use of the Service, and for all communications you send through the Service.
You further agree that in connection with your use of the Services, or in the course of your interactions with Square, a user or a third party, you will not (a) use your account or the services in a manner that Square, Visa, MasterCard, American Express or Discover reasonably believe to be an abuse of the payment card system or a violation of payment card association rules, (b) provide yourself a cash advance from your credit card (or help others to do so), or (c) use the Service to make transactions for the purpose of earning rewards, perks, miles, points, etc.
We reserve the right to block, refuse, or reverse any Payment, in our sole discretion. We will notify the Sender promptly if we decide to do so, but notification is not required if the Sender attempted to make a Payment prohibited by these terms or applicable law. Neither we nor third parties to whom we assign or delegate rights or responsibilities will be liable for any claims or damages resulting from Senders’ initiation of prohibited Payments. All costs for research and resolution for any misapplied, mis-posted or misdirected prohibited Payments will be your sole responsibility and not ours.
7. P2P Payment Amounts.
Additional identification information will be required to send more than two hundred and fifty dollars ($250) in any one transaction or in multiple transactions over any rolling seven (7) day period or to receive more than one thousand dollars ($1,000) in any trailing thirty (30) day period. Senders may not send more than two thousand five hundred dollars ($2,500) in any one transaction or in multiple transactions over any rolling seven (7) day period. We may adjust these limits at any time in our reasonable discretion. Current limits are posted on our Support Center.
8. P2P Fees.
There are currently no fees for sending or receiving money using an Eligible Debit Account or a Cash Drawer through P2P. The fee for sending money using an Eligible Credit Account through P2P is found on the Fee Schedule. We reserve the right to charge for and/or change the fees associated with use of the Service at any time subject to these Cash Terms.
9. P2P Payment Cancellation, Stop Payment Requests and Refused Payments.
Sender may cancel or stop a Payment Instruction at any time until the processing of the Payment Instruction to the Recipient has begun. Our ability to stop a Payment Instruction or recover funds associated with an unauthorized Payment Instruction will depend on how the Payment Instruction was initiated, and whether the Payment Instruction has begun processing. Payments not claimed by a Recipient for fifteen (15) days after the processing has begun will be canceled automatically. We will attempt to return any unclaimed, refused, refunded, prohibited, or denied Payment to your Eligible Transaction Account or Cash Drawer. If we are not able to do so, we may use other reasonable means to return the Payment to you, as permitted by applicable law.
10. Liability For Unauthorized P2P Transfers.
- Unauthorized Card Transfers. We treat unauthorized P2P transfers seriously and will provide you with all the support we can to help you resolve an unauthorized P2P transfer. You should, however, follow the terms of your Card agreement and contact the issuer of the Card immediately upon becoming aware of any unauthorized transfers because if a Sender later disputes the payment, the Card issuing bank will determine whether the dispute is valid and to whom payment is due. You agree to allow Square to recover any amounts due to cover your liability.
- Unauthorized Cash Drawer Transfers. You agree to notify us immediately upon becoming aware of any error or omission by us related to your Cash Drawer. When you contact us, you must provide: (i) your name; (ii) a description of the suspected error or omission, an explanation of why you believe it is an error or why you need more information; and (iii) the dollar amount of the suspected error. If you provide this information orally, we may require that you also send written notification within ten (10) business days.
We will generally tell you the results of our investigation into the suspected error within ten (10) business days of receipt of your written notification (or your oral notification, if no written notification is requested). However, if necessary, we may take up to forty-five (45) days to complete our investigation. If we do so, we will provisionally credit your Cash Drawer within ten (10) business days for the amount of the suspected error. If we ask you to submit your complaint or question in writing and we do not receive it within ten (10) business days, we may not provisionally credit your Cash Drawer. We will correct any confirmed error promptly. If we determine there was no error, we will mail you a written explanation within three (3) business days of completing our investigation, and we may revoke any provisional credit provided to you. You may ask for copies of documents used in our investigation.
11. Our Relationship With You
We are an independent contractor for all purposes, except that we act as your limited agent with respect to the custody and transfer of your funds for P2P only.
12. Referral Programs
From time to time, we may offer referral programs or incentives for inviting others to use the Service (a “Referral Program”). Any bonuses or incentives under such Referral Program shall be subject to the then current Referral Program terms, if applicable, and otherwise shall be administered at our sole discretion.
V. Cash for Business
1. Purchases from Cash for Business Sellers
Your Eligible Transaction Account or Cash Drawer may also be used to purchase goods and services from sellers that use Cash for Business or to make donations to charities or political campaigns who use Cash for Business (“Cash for Business Sellers”). Typically Cash for Business Sellers will be identified to you by a badge in the Service. By initiating a Payment Instruction with a Cash for Business Seller via the Service, you authorize the Cash for Business Seller to charge your Eligible Transaction Account or Cash Drawer to complete the purchase or donation and you consent to sharing information from your Account with the Cash for Business Seller. In the event you are entitled to a reversal, refund, chargeback, or other adjustment associated with any purchase through the Service, you also authorize a credit to your Eligible Transaction Account or Cash Drawer to accomplish that transaction.
2. Transaction Processing for Cash for Business Sellers
By classifying yourself as a business and signing up for Cash for Business, you are creating an account with us (a “Square Account”), and you accept and agree to the Square Seller Agreement, subject to any amendments or modifications contained herein. We may use certain information from your Profile to create your Square Account and display such information to your customers, such as on receipts. Once you have created a Square Cash account and have linked your Eligible Transaction Account or activated your Cash Drawer, you will be able to accept transactions for the sale of goods and services. We will, acting on your behalf, facilitate the processing of such transactions. We will charge you a fee for doing so. Your payments, less our fee, will be deposited to your Eligible Debit Account or Cash Drawer. We may use certain information from your Profile to create your Square Account and display such information to your customers, such as on receipts. To protect the integrity of the system and reduce risk that a transaction may be reversed or charged back to your Square Account (a “Chargeback”), in some cases where we reasonably believe a Chargeback is likely, you also direct and authorize us, as your agent, to void the transaction, rather than hold funds as described in Sections 19 and 28 of the Square Seller Agreement.
VI. OTHER LEGAL TERMS
You may not transfer or assign any rights or obligations you have under this Agreement without our prior written consent, which we may withhold in our sole discretion. We reserve the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time to any party. We may also assign or delegate certain of our rights and responsibilities under this Agreement to our affiliates, independent contractors or other third parties.
2. Notices to You.
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 the Services to you electronically by posting it on our website, emailing it to the email address listed in your account, text message, or other notification to your mobile device. 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.
If you wish to withdraw your consent to receiving electronic communications, you should contact Square Support. If we are not able to support your request, you may need to terminate your Square account.
By providing us with an email address, you consent to receiving emails from us for our everyday business purposes (including identity verification). You further consent to receiving emails from us for marketing purposes.
4. Service Termination, Cancellation, or Suspension.
You agree that we may terminate or suspend your use of the Service at any time and for any reason or no reason. Neither termination nor suspension shall affect your liability or obligations under this Agreement.
5. 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 in accordance with this Agreement. The Services include our website, any mobile applications, software, programs, documentation, tools, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) thereto. You will be entitled to download updates to the Services, subject to any additional terms made known to you at that time.
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 IV(5) 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 customers, or impose an unreasonable or disproportionately large load on our infrastructure; (vii) send messages (such as Cash Requests) or post content (such as an avatar or other profile information) that violates the rights of a third party, including copyright, trademark, privacy, and publicity rights or is abusive, harassing, threatening or offensive, or (viii) 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 patent, copyright, trademark, 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 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 (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 Services; (c) any transaction submitted by you through the; (d) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; or (e) your violation of any law, rule or regulation of the United States or any other country.
8. 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 email address identified by you when you registered is yours; (d) if you are a Sender, you will fulfill all of your obligations to each Recipient for which you submit a transaction and will resolve any dispute or complaint directly with the Recipient; (e) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to you and/or your business, including any applicable tax laws and regulations; (g) 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 (g) your use of the Services will be in compliance with this Agreement.
As a Recipient or Cash for Business Merchant, you may be asked to provide certain information used to assist Square in complying with its obligations under the United States Internal Revenue Code and the applicable Treasury Regulations. By providing Square with this information you are certifying that the information provided is true and accurately reflective of your use of the Service. When indicating that you are a Cash for Business Merchant, you certify that such use of Square Cash is to receive payment(s) that are “reportable payment transactions” as defined in Treas. Reg. § 1.6050W–1(a)(3) including, but not limited to, the payments for goods and services. When indicating that your use of the Service is "Personal" use, you certify that such use is solely for receipt of payments other than non-reportable payment transactions. For avoidance of doubt, “Personal use” allows for payment in exchange for goods and services (i.e., to pay a Cash for Business account), but does not allow for the receipt of payment for goods and services you provide others. If it is subsequently determined that you have improperly certified the use of your account as “Personal” use, where in fact you have used the Service to accept payment for goods or services (i.e., as a Cash for Business Merchant), the Company shall treat all payments to your account as “reportable payment transactions” as indicated above, which will result in appropriate reporting of such transactions to the IRS.
10. 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 SERVICE 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 OR DATA 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.
11. Limitations 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 THE SERVICE; (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; AND (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR DATA OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR DATA POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE. 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 GREATER OF 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 OR $100 DOLLARS.
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 IN OTHER LOCATIONS. 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 UNITED STATES AND LOCAL LAWS AND REGULATIONS, INCLUDING BUT NOT LIMITED TO EXPORT AND IMPORT REGULATIONS. YOU MAY NOT USE THE SERVICES IF YOU ARE A RESIDENT OF A COUNTRY EMBARGOED BY THE UNITED STATES, OR ARE A FOREIGN PERSON OR ENTITY BLOCKED OR DENIED BY THE UNITED STATES GOVERNMENT. UNLESS OTHERWISE EXPLICITLY STATED, ALL MATERIALS FOUND ON THE SERVICES ARE SOLELY DIRECTED TO INDIVIDUALS, COMPANIES, OR OTHER ENTITIES LOCATED IN THE UNITED STATES.
If a dispute of any kind arises (“Dispute”), we want to understand and address your concerns quickly and to your satisfaction. Please contact the Square Support with any Dispute. If we cannot resolve your concerns, we agree to an informal and inexpensive Dispute resolution process requiring individual arbitration.
13. Binding Individual Arbitration.
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.com) according to this provision and the applicable arbitration rules for that forum. 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. If you are a consumer bringing a claim relating to personal, household, or family use, any arbitration hearing will occur within the county or parish where you reside. Otherwise, any arbitration hearing will occur in San Francisco, California, or another mutually agreeable location. 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 attorney’s 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 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 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.
14. Governing Law.
This Agreement and any Dispute will be governed by California law and/or applicable 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.
15. 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 arises.
16. 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 squareup.com 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.
17. Other Provisions.
Except as expressly provided in this Agreement and notwithstanding anything to the contrary in Section 57 of the Seller 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: IV(10), VI(2), VI(3), VI(5), VI(7), VI(11), VI(13), VI(14) and VI(15).