Square

Legal

Square Cash Agreement

Last updated: November 6, 2014

1. Introduction.

This Square Cash Agreement (the “Agreement”) governs your use of Square Cash, a payment service and mobile application offered by Square, Inc. (the “Service”). This Agreement applies to both Senders and Recipients of funds. In order to send funds using the Service, you must have a valid debit card issued by a U.S. bank. To receive funds using the Service you must be the holder of a similarly issued valid debit card. Any such bank issued debit card shall be deemed an “Eligible Transaction Account” once you link it to your Square Cash account.

2. Description Of Service.

The Service allows individuals to transmit funds from or receive funds into Eligible Transaction Accounts.

2a. Sending Cash

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 will result in the designated amount of funds moving out of your Eligible Transaction Account and into the Eligible Transaction Account of your designated Recipient (the “Payment”). Payment Instructions authorize us to debit your Eligible Transaction Account and remit funds to a Recipient’s Eligible Transaction Account on your behalf. By submitting a Payment Instruction, you also are authorizing us to credit your Eligible Transaction Account for Payments that are canceled or otherwise returned to us because the processing of the Payment Instruction could not be completed.

You understand and agree that when you initiate a Payment Instruction from an Eligible Transaction Account using the Service, the processing of the Payment Instruction will begin, and the debiting of your Eligible Transaction Account will occur, 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.

We will use reasonable efforts to complete all your Payment Instructions. However, we shall incur no liability if we are unable to complete any transaction because of the existence of any one or more of the following circumstances: (i) insufficient funds in the Eligible Transaction Account; (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.

If your Payment Instructions include the mobile number of your Recipient, you represent and warrant to us that the Recipient has consented to receive text messages from us.

2b. Requesting Cash

You may also initiate a request for funds to be transferred to your Eligible Transaction Account 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 this Agreement.

If your Cash Request includes the mobile number of your Sender, you represent and warrant to us that the Sender has consented to receive text messages from us

2c. Receiving Cash

As a Recipient, you will need to create an account with Square Cash, and link your Eligible Transaction Account. Once you have successfully created an account with Square Cash and have linked your Eligible Transaction Account you will generally receive the funds that are sent to you within two (2) business days. In addition, once you have successfully created an account with Square Cash and have linked your Eligible Transaction Account, You will also be enabled to send funds to other Recipients as a Sender . 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.

As a Recipient you may be asked provide certain information used to assist Square in complying with its obligations under applicable law. By providing Square with this information you are certifying that the information provided is true and accurately reflective of your use of Square Cash.

3. 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, regardless of the purpose of the use, and for all communications you send through the Service. We have the right, but not the obligation, to monitor and remove communications content that we find in our sole discretion to be objectionable in any way.

You also agree that you will not send or accept payments in connection with the following businesses or business activities: (1) any illegal activity or goods, (2) buyers or membership clubs, including dues associated with such clubs, (3) credit counseling or credit repair agencies, (4) credit protection or identity theft protection services, (5) direct marketing or subscription offers or services, (6) infomercial sales, (7) internet/mail order/telephone order pharmacies or pharmacy referral services (where fulfillment of medication is performed with an internet or telephone consultation, absent a physical visit with a physician including re-importation of pharmaceuticals from foreign countries), (8) unauthorized multi-level marketing businesses, (9) inbound or outbound telemarketers, (10) prepaid phone cards or phone services, (11) rebate based businesses, (12) up-sell merchants, (13) bill payment services, (14) betting, including lottery tickets, casino gaming chips, off-track betting, and wagers at races, (15) manual or automated cash disbursements, (16) prepaid cards, checks, or other financial merchandise or services, (17) sales of money-orders or foreign currency, (18) wire transfer money orders, (19) high-risk products and services, including telemarketing sales, (20) automated fuel dispensers, (21) adult entertainment oriented products or services (in any medium, including internet, telephone, or printed material), (22) sales of (i) firearms, firearm parts or hardware, and ammunition; or (ii) weapons and other devices designed to cause physical injury (23) internet/mail order/telephone order cigarette or tobacco sales, (24) drug paraphernalia, (25) occult materials, (26) hate or harmful products, (27) escort services or (28) bankruptcy attorneys or collection agencies engaged in the collection of debt.

We may block or reverse Payments in our sole discretion. In no event shall we or our independent contractors or other third parties to whom we assign or delegate rights or responsibilities be liable for any claims or damages resulting from your scheduling of prohibited Payments. We have no obligation to research or resolve any claim resulting from a prohibited Payment. All research and resolution for any misapplied, mis-posted or misdirected prohibited Payments will be your sole responsibility and not ours.

You may only create one account for use of the Service. All transactions are in U.S. dollars.

4. Receiving Funds.

As a Recipient, you understand and agree that there may be a delay between the time you are notified of the pending Payment Instruction and the deposit of the Payment funds into your Eligible Transaction Account, and you may be required to take additional steps to facilitate the deposit of the Payment of funds into your Eligible Transaction Account. You authorize us to send emails or text messages to you in connection with the Sender's initiation of Payment Instructions to you. You acknowledge and agree that in the event that funds are transferred into your Eligible Transaction Account as a result of a Payment Instruction and it is determined that such transfer was improper because it was not authorized by the Sender, there were insufficient funds in the Sender's account, or for any other reason, then you hereby authorize us to withdraw from your Eligible Transaction Account an amount equal to the amount of funds improperly transferred to you.

We reserve the right to refuse to pay any Recipient. We will notify the Sender promptly if we decide to refuse to pay a Recipient designated by the Sender. This notification is not required if you attempt to make a prohibited Payment under this Agreement.

5. Payment Amounts.

Further Identification information will be required in order to send more than two hundred and fifty dollar ($250) in any one transaction or multiple transactions over any rolling seven (7) day period using the Service. Senders may not send more than two thousand five hundred dollars ($2500) in any one transaction or multiple transactions over any rolling seven (7) day period using the Service. We may adjust these amounts at any time in our reasonable discretion. Current limits are posted on our Support Center.

6. Service Fees and Additional Charges.

There are currently no fees for sending or receiving money through the Services. We reserve the right to charge for and/or change the fees associated with use of the Service at any time subject to the terms of this Agreement.

7. Payment Cancellation, Stop Payment Requests and Refused Payments.

Sender may cancel the initiation of a Payment Instruction or stop a Payment Instruction at any time until the processing of the Payment Instruction into the Recipient’s Eligible Transaction Account has begun. Our ability to stop a Payment Instruction or recover funds associated with an unauthorized Payment Instruction will depend on the manner in which the Payment Instruction was initiated, and whether the Payment Instruction to the Recipient’s Eligible Transaction Account has begun processing. Payments not claimed by a Recipient (for example, for the reasons described in Section 2a will be canceled automatically fifteen (15) days after the processing of the Payment begins, and we will attempt to return any unclaimed, refused, refunded, prohibited, or denied Payment to your Eligible Transaction Account. If we are not able to return the amounts to your Eligible Transaction Account we may use other reasonable efforts to return such Payment to you as permitted by applicable law.

8. Liability For Unauthorized Transfers.

You should follow the terms of your debit card agreement and contact the issuer of the debit card immediately upon becoming aware of any unauthorized transfers, include transfers from your Eligible Transaction Account using the Service.

Additionally, you agree to notify us immediately upon becoming aware of any error or omission by us related to your Eligible Transaction Account. When you contact us, you must: (i) tell us your name; (ii) describe the error or the transaction in question, and explain as clearly as possible why you believe it is an error or why you need more information; and (iii) tell us the dollar amount of the suspected error. If you tell us verbally, we may require that you send your complaint in writing within ten (10) business days after your verbal notification. We will tell you the results of our investigation within ten (10) Business Days after we hear from you, and will correct any error promptly. However, if we require more time to confirm the nature of your complaint or question, we reserve the right to take up to forty-five (45) days to complete our investigation. If we decide to do this, we will provisionally credit your Eligible Transaction Account within ten (10) business days for the amount you think is in 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 Eligible Transaction Account. If it is determined there was no error, we will mail you a written explanation within three (3) business days after completion of our investigation. You may ask for copies of documents used in our investigation. We may revoke any provisional credit provided to you if we find an error did not occur.

9. Our Relationship With You.

We are an independent contractor for all purposes, except that we act as your agent with respect to the custody of your funds for the Service.

10. Assignment.

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.

11. 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.

12. Privacy.

Any information that you provide to us, including information from third party platform partners, is subject to our Privacy Policy, which governs our collection and use of your information. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information. As part of providing you the Services, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services and your Square account, which you may not be able to opt-out from receiving.

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. If you receive information about another person through the Service, you agree to keep the information confidential and only use it in connection with the Service.

13. 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.

14. Your License.

Square grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Services solely to send and receive Payments 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 14 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.

15. Ownership.

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.

16. Indemnity.

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.

17. 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; (g) 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; (h) you will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Services; (j) your use of the Services will be in compliance with this Agreement.

18. 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.

19. 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.

20. Disputes.

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.

21. 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.

22. 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.

23. 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.

24. 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.

25. Other Provisions.

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

27. Survival.

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: 8, 11, 12, 14, 16, 19, 21, 22, and 23.