Square Local Buyer Terms of Use

Effective date: December 13, 2023

The Square Local Terms of Use (“Square Local Terms”) is a legal agreement between you (“you,” “your”) and Block, Inc., formerly known as Square, Inc. (“we,” “our,” “us,” “Square”), governing your use of the Square Local Website at squarelocaloffers.com (the “Website”), a periodic email containing Square Local offers (the “Offers Email”), and any other Advertising Promotions related to Square Local (collectively, “Square Local”).

By using Square Local, you agree to be bound by these Square Local Terms, the E-Sign Consent Terms, and the Privacy Notice (the “Agreement”). To use Square Local, you must accept all of the terms of this Agreement.

Complaints related to Square Local should be submitted to squarelocaloffers@squareup.com.

1. Your Participation in Square Local

Square Local provides you with a convenient list of participating Square sellers (“Sellers”) that would like to make available offers (“Offers”) that allow you to earn promotional cashback rewards (“Rewards”) for eligible purchases made in their online and brick-and-mortar stores.

To use Square Local, you must create or log into your Square Profile account and add at least one qualifying payment method (“Payment Method”). To activate an Offer, you must click or tap on the Offer in Square Local. Once the Offer is activated, you can obtain Rewards by making an eligible purchase, using your Payment Method, at the Square-Powered point of sale system of the Seller whose offer you have activated. Purchases made at point of sale systems that are not Powered by Square, such as on delivery platforms, are not eligible for Rewards.

You must accept and comply with all terms applicable to any given Offer in order to receive Rewards. The amount of Rewards that you receive is calculated based on your item total before tips, taxes, or any other fees or charges are added to your bill, and is rounded to the nearest cent. Rewards may not exceed any limitations on the amount indicated in the Offer. Rewards are only available on purchases of $1 USD or more. Offers may vary, and the amount offered to you may differ from the amount offered to another customer. All Offers will expire a maximum of seven (7) days after they are listed on Square Local; some Offers may expire less than 7 days after they are listed on Square Local. Certain Offers on Square Local may change at any time, without notice. Offers may expire or be canceled at any time. Offers are not transferable. Offers are valid in-store and/or via Square Online, if applicable. Offers are not valid on purchases of gift cards. You will not receive Rewards if an Offer has expired or terminated before you make your purchase. If you receive a full or partial refund for an item for which you received Rewards, Square, in its sole discretion, may deduct a proportionate amount of the Rewards that you received for that purchase.

Rewards are purely promotional; they are not property and have no cash value, and are not redeemable for physical cash, gift certificates, or gift cards. Rewards are solely redeemable in Cash App for eligible buyers. To be eligible to redeem your Rewards, you must:

• Have at least $10.00 of Rewards earned via Square Local that you have not yet redeemed in Cash App,
• Have earned at least $1.00 of Rewards via a transaction with a Seller,
• Have a Cash App account in good standing,
• Link your Cash App account to your Square Profile,
  Have activated an Offer in Square Local in the last 364 days.

Once you meet these eligibility criteria, you may request to redeem your Rewards in your Cash App account. It may take up to 7 days to process your request, and the Rewards will not appear in your Cash App balance until the processing of your request is complete. If you do not own a Cash App account, you must create one in order to redeem your Rewards. Buyers who have a restricted Cash App account may be required to complete verification through CashApp in order to redeem their SLO rewards to Cash App. If your Cash App account is not in good standing, is frozen, or has been terminated for any reason, you will not be able to redeem your Rewards in your Cash App account unless and until your access to your Cash App account is restored. You must be the owner of the Cash App account to which you request to redeem the Rewards.

Your Rewards expire after one year of not earning any Rewards on Square Local. Immediately before expiration, Square will transfer all Rewards that are eligible for redemption to your Cash App account.

We make no representations or warranties, express or implied, relating to any of the products or services provided by any Seller. Sellers are the sellers and issuers of the goods and services and are solely responsible to you for the care, quality, and delivery of the goods and services that they provide.

2. Revisions, Disclosures, and Notices

We may amend the Square Local Terms at any time with notice that we deem to be reasonable under the circumstances by posting the revised version on our Website and/or in the Offers Email (each a “Revised Version”). The Revised Version will be effective as of the time it is posted, but will not apply retroactively. Your continued use of Square Local after the posting of a Revised Version constitutes your acceptance of such Revised Version. Any dispute that arose before the Revised Version is posted will be governed by the Square Local Terms in place when the dispute arose.

3. Permitted Uses

You may use Square Local only for the following, private, non-commercial purposes: (i) viewing Square Local for your own personal use; (ii) activating Offers from Sellers; (iii) transferring to other websites through links provided on Square Local for your own personal use, and (iv) requesting transfer of Rewards to your Cash App account.

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; (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) transfer any rights granted to you under this Agreement; (iv) violate the restrictions in any robot exclusion headers on Square Local, work around, bypass, or circumvent any of the technical limitations of Square Local, use any tool to enable features or functionalities that are otherwise disabled in Square Local, or decompile, disassemble, or otherwise reverse engineer Square Local, except to the extent that such restriction is expressly prohibited by law; (v) perform or attempt to perform any actions that would interfere with the proper working of Square Local, prevent access to or use of Square Local by our other customers, or impose an unreasonable or disproportionately large load on our infrastructure; or (vi) otherwise use Square Local except as expressly allowed under this Agreement.

4. Ownership

Square reserves all rights not expressly granted to you in this Agreement. Square owns the title, copyright, and other worldwide Intellectual Property Rights (as defined below) in Square Local, and all copies of Square Local. 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.

Other marks on Square Local not owned by Square may be under license from the trademark owner thereof, in which case such license is for the exclusive benefit and use of Square unless otherwise stated, or may be the property of their respective owners. This Agreement does not grant you any rights to any trademarks or service marks on Square Local.

You may choose to or we may invite you to submit comments or ideas about Square Local, including without limitation about how to improve Square Local 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.

5. Access to Square Local and your Rewards

Square retains the right, at our sole discretion, to deny service or use of Square Local to anyone or to clear the balance of any Rewards in your Square Profile at any time and for any reason. While we use reasonable efforts to keep the services accessible, Square Local, any Offers that you activate using Square Local, and any Rewards that you earn may be unavailable from time to time. Square may terminate the Square Local at any time without advanced notice to you, subject to applicable law. At our sole discretion, we may substitute a different program for Square Local. If Square Local is terminated, you may no longer redeem Rewards and you forfeit any unredeemed Rewards with no obligation on Square or Sellers.

6. Indemnity and Release

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; (b) your wrongful or improper use of Square Local; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights, or Intellectual Property Rights; and/or (d) your violation of any law, rule, or regulation of the United States or any other country.

You are solely responsible for your interactions with Sellers and other users of Square Local. To the extent permitted under applicable laws, you hereby release Square from any and all claims or liability related to any product or service of a Seller, regardless of whether such product or service is available through Square Local, any action or inaction by a Seller, including, without limitation, any harm caused to you by action or inaction of a Seller, a Seller’s failure to comply with applicable law and/or failure to abide by the terms of a Seller’s offering or any other product or service purchased or obtained by you from the Seller, and any conduct or speech, whether online or offline, of any other third party.

7. Representations and Warranties

You represent and warrant to us that: (a) you are eligible to use Square Local and have the right, power, and ability to enter into and perform under this Agreement; (b) you are not barred from receiving products or services under applicable law; (c) you have the right to provide any and all information you submit to Square Local or in relation to your use of Square Local, and all such information is accurate, true, current, and complete; (d) you will not use Square Local, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of Square Local; and (e) your use of Square Local will be in compliance with this Agreement.

8. No Warranties

SQUARE LOCAL IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF SQUARE LOCAL IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SQUARE LOCAL 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 SQUARE LOCAL WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, SQUARE, ITS PROCESSORS, ITS PROVIDERS, AND ITS LICENSORS (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) DO NOT WARRANT THAT SQUARE LOCAL IS ACCURATE, RELIABLE, OR CORRECT; THAT SQUARE LOCAL WILL MEET YOUR REQUIREMENTS; THAT SQUARE LOCAL WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT SQUARE LOCAL IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF SQUARE LOCAL IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. SQUARE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY, INCLUDING BUT NOT LIMITED TO SELLERS, THROUGH SQUARE LOCAL OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND SQUARE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OR SELLERS OF PRODUCTS OR SERVICES.

9. Limitation of Liability and Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SQUARE, ITS PROCESSORS, ITS SUPPLIERS, OR ITS LICENSORS (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF SQUARE LOCAL. UNDER NO CIRCUMSTANCES WILL SQUARE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF SQUARE LOCAL. 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 OR ON SQUARE LOCAL; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF SQUARE LOCAL; (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 SQUARE LOCAL; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH SQUARE LOCAL BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR DATA OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR DATA POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH SQUARE LOCAL; (VII) SELLER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY; AND/OR (VIII) THE CASHBACK OFFERS, PRODUCTS, AND OTHER AVAILABLE PROGRAMS ACCESSIBLE OR AVAILABLE THROUGH SQUARE LOCAL. IN NO EVENT SHALL SQUARE, ITS PROCESSORS, ITS SUPPLIERS, OR ITS 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 $500.

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.

Square Local is controlled and operated from facilities in the United States. Square makes no representations that Square Local is appropriate or available for use in other locations. Those who access or use Square Local 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 laws and regulations related to export and import activity, anti-money laundering, and anti-bribery/anti-corruption. You may not use Square Local 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 Square Local are solely directed to individuals, companies, or other entities located in the United States.

10. Third-Party Services and Links to Other Websites

You may be offered services, products, and promotions provided by third parties, including but not limited to Sellers, and not by Square (“Third-Party Services”). If you decide to use these Third-Party Services you will be responsible for reviewing and understanding the terms and conditions associated with these services. You agree that Square is not responsible for the performance of any Third-Party Services. Square Local contains links to third-party websites as a convenience to you. The inclusion of any website link does not imply an approval, endorsement, or recommendation by Square. You agree that you access any such third-party website at your own risk, and that such website is not governed by the terms and conditions contained in this Agreement. Square expressly disclaims any liability for these third-party websites. Please remember that when you use a link to go from Square Local to a third-party website, our Privacy Policy is not applicable. Your browsing and interaction on a third-party website, including those that have a link in Square Local, is subject to that third-party website’s own rules and policies.

11. Disputes

“Disputes” are defined as any claim, controversy, or dispute between or among you and Square and/or its processors, its suppliers, and/or its licensors (or their respective subsidiaries, affiliates, agents, directors, or employees), whether arising before or during the effective period of these Square Local Terms, and including any claim, controversy, or dispute based on any conduct of you or Square that occurred before the effective date of these Square Local Terms, including any claims relating in any way to these Square Local Terms or Square Local, or any other aspect of our relationship.

12. Binding Individual Arbitration

General. You and Square agree that any and all Disputes, except those that are resolved informally or brought in a small claims court, will be arbitrated by a neutral arbitrator who has the power to award the same individual damages and individual relief that a court can. ANY ARBITRATION UNDER THIS AGREEMENT WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, REPRESENTATIVE ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST SQUARE. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration).

Pre-Filing Requirements to Attempt to Resolve Disputes. Before an arbitration is commenced, you and Square agree to attempt to avoid the costs of formal dispute resolution by giving each other a full and fair opportunity to address and resolve a Dispute informally. Both parties recognize that this is an important requirement, and that breach of this requirement would be a material breach of the Square Local Terms. To provide this opportunity, before commencing any arbitration or suit, each party agrees to send to the other party a written notice (“Notice”). Any Notice to Square should be sent by mail to Block, Inc., Attn: Arbitration Provision, PO Box 427069, San Francisco, CA 94142. Any Notice sent to you will be sent to the address, if any, on file for you. The Notice must: (i) include your name; (ii) provide detailed information sufficient to evaluate the merits of the claiming party’s individualized claim and for the other party to determine if an amicable resolution is possible; and (iii) set forth the specific relief sought, including whatever amount of money is demanded and the means by which the demanding party calculated the claimed damages. Both parties agree that they will attempt to resolve a dispute through an informal negotiation within sixty (60) days from the date the Notice is sent. After that sixty (60) day period and not before, either party may elect, in writing sent to the other party, that it will pursue the matter either through small claims court or arbitration. The party receiving the notice shall then have seven (7) days to respond, including to elect for the case to be heard by a small claims court with jurisdiction. If either party elects small claims court, the dispute will be resolved in that forum and not through arbitration. Each party agrees that state courts in the City and County of San Francisco, California, or federal court for the Northern District of California, referenced below, may enter injunctive relief to enforce the pre-filing requirements of this paragraph, including an injunction to stay an arbitration that has been commenced in violation of this paragraph.

Scope of Arbitration. If we are not able to resolve the Dispute by informal negotiation or in a small claims court, all Disputes will be resolved finally and exclusively by binding individual arbitration with a single arbitrator (the “Arbitrator”) administered by the American Arbitration Association (the “AAA”) (https://www.adr.org) according to this Section and the Consumer Arbitration Rules through the Procedures for the Resolution of Disputes through Document Submission (the “Desk/Documents Only” arbitration) (the “AAA Rules”), including Rule D-3(b), except you and Square will have the right to file early or summary dispositive motions and so long as the claim is arbitrable under the AAA Rules. Except as set forth above and for disputes subject to jurisdiction in small claims court, the Arbitrator shall be responsible for determining all threshold arbitrability issues, including issues relating to whether the Square Local Terms (or any aspect thereof) are enforceable, unconscionable, or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.

Small Claims Court. Subject to applicable jurisdictional requirements, either party may elect to pursue a Dispute in a local small claims court rather than through arbitration so long as the matter remains in small claims court and proceeds only on an individual basis. If a party has already submitted an arbitration demand to the AAA but before an arbitrator has been selected, the other party can send a written notice to the opposing party that it wants the Dispute decided by a small claims court. After receiving this notice and consistent with Consumer Rule 9, the AAA will administratively close the case.

Arbitration Procedures. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, including its procedural provisions, fully applies. So long as it is consistent with the AAA Rules, including Rule D-3(b), the arbitration shall occur through the submission of documents to one arbitrator. To the extent any in-person arbitration hearing is required, the hearing will take place as close to your hometown as practicable. The Arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Square values your privacy, particularly with respect to your financial transactions and data. Each of the parties shall maintain the confidential nature of the arbitration and shall not (without the prior written consent of the other party) disclose to any third party the fact, existence, content, award, or other result of the arbitration, except as may be necessary to enforce, enter, or challenge such award in a court of competent jurisdiction or as otherwise required by applicable law. While an arbitrator may award declaratory or injunctive relief, the Arbitrator may do so only with respect to the individual party seeking relief and only to the extent necessary to provide relief warranted by the individual party’s claim. The Arbitrator’s decision and judgment thereon will not have a precedential or collateral estoppel effect.

Arbitration Fees. In accordance with the AAA Rules, the party initiating the arbitration (either you or us) is responsible for paying the applicable filing fee. 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.

Opt Out. You may reject this provision, in which case only a court may be used to resolve any Dispute. To reject this provision, you must send us an opt-out notice (the “Opt Out”) within thirty (30) days after we first provide you with the right to reject this provision. The Opt Out must be mailed to Block, Inc., Attn: Arbitration Provision, PO Box 427069, San Francisco, CA 94142. For your convenience, we are providing an opt-out notice form [https://squareup.com/us/en/legal/general/seller-opt-out] you must fill in to Opt Out. You must complete this form by providing your name, address, phone number, and the email address(es), if any, you used to use Square Local. This is the only way of opting out of this provision. Opting out will not affect any other aspect of the Square Local Terms or Square Local and will have no effect on any other or future agreements you may reach to arbitrate with us.

Court Proceedings. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions as discussed above) will be brought in, and you hereby consent to the exclusive jurisdiction of and venue in, the state courts in the City and County of San Francisco, California, or federal court for the Northern District of California.

13. Governing Law

This Agreement and any Dispute will be governed by the Federal Arbitration Act, as set forth above, and by California law and/or applicable federal law without regard to its choice of law or conflicts of law principles.

14. Limitation on Time to Initiate a Dispute

Unless otherwise required by law, an action or proceeding by you relating to any Dispute must commence within one (1) year after the cause of action accrues.

15. 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 Square Local with notice that we in our sole discretion deem to be reasonable in the circumstances, including such notice on the Website at squarelocaloffers.com, the Offers Email, or any other website maintained or owned by us for the purposes of providing services governed by this Agreement. Any use of Square Local 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.

16. Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Square without restriction.

17. Digital Millennium Copyright Act (DMCA) Procedures

This Agreement incorporates by reference Square’s Intellectual Property Policy.

18. 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 Square Local. 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.

19. 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: 4 (Ownership), 6 (Indemnity and Release), 7 (Representations and Warranties), 8 (No Warranties), 9 (Limitation of Liabilities and Damages), 10 (Third-Party Services and Links to Other Websites), 11 (Disputes), 12 (Binding Individual Arbitration), 13 (Governing Law), 14 (Limitation on Time to Initiate a Dispute), 15 (Right to Amend), 16 (Assignment), 18 (Other Provisions), 19 (Survival).