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Square Wallet User Agreement

This Square Wallet User Agreement (“Agreement”) is a legal agreement between you (“you,” “your”) and Square, Inc. (“Square,” “we,” “our” or “us”) governing your use of the Square Wallet service (“Square Wallet”). Please read this Agreement carefully. This Agreement is divided into two parts. Part One explains all of the terms that govern your use of Square Wallet. Part Two contains additional legal terms, including provisions that limit our liability to you and require individual arbitration for any potential legal dispute. To use Square Wallet, you must accept all of the terms of this Agreement.

Part One: Terms Governing Use Of The Service

1. Square Wallet Account Registration.

Square Wallet allows you to make credit or debit card purchases from certain merchants that use Square’s payment processing services (“Merchants”). To use Square Wallet, you must open an account with Square (“Square Wallet Account”) and associate a valid credit or debit card (a “Card”) with that Square Wallet Account. Our registration process will ask you for information including your name and other personal information. You must provide accurate and complete information in response to our questions. You must also keep the information that you provide up-to-date. We reserve the right to suspend or terminate the Square Wallet Account of any user who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements.

By associating a Card with your Square Wallet Account, you consent to Square temporarily authorizing a charge on that Card as part of our verification process. (You will not be required to pay this charge, and it will disappear from your statement within a few days.)

2. Accepted Cards.

Square Wallet allows you to make payments, including card-based payments initiated with cards bearing the trademarks of MasterCard International Inc. and Visa Inc. (collectively, the “Networks”). We are not a bank, and we do not offer banking services as defined by the United States Department of Treasury. We also do not offer money service business (“MSB”) services as defined by the United States Department of Treasury. You can associate with your Square Wallet Account any US-issued and most non-US issued credit, debit, pre-paid, or gift cards with a Visa, MasterCard, American Express, or Discover logo. We can update at any time the list of card types that you may associate with a Square Wallet Account. You may not associate HSA cards (Health Savings Account) with your Square Wallet Account, even if they have a Visa, MasterCard, American Express, or Discover logo on them.

3. Your Authorization.

By associating a Card with your Square Wallet Account, opening a tab with a Merchant within the Square Wallet application, and verbally confirming your intention to make a purchase, you authorize a charge to your Card as necessary to complete the purchase. In the event you are entitled to a reversal, refund, chargeback, or other adjustment associated with a purchase you made through Square Wallet, you also authorize a credit to your Card to accomplish that transaction.

Purchases you authorize through Square Wallet may also be subject to terms and conditions set forth by the Networks and/or the entities that issue your Card. You are responsible for complying with those terms and conditions, and you are responsible for charges and related fees imposed by those terms and conditions.

4. Software.

The Square Wallet software is part of Square Wallet. Among other things, the software enables you to access and use Square Wallet. When you install the software, you will be asked to create your user profile and to establish a Square Wallet Account. You must complete this and other processes in order to make payments through Square Wallet. You must install any and all software updates to continue to use Square Wallet.

5. Compatible Mobile Devices and Third Party Carriers.

Your Square Wallet Account permits you to make payment card transactions on a compatible mobile device. Devices modified contrary to the manufacturer’s software or hardware guidelines, including but not limited to disabling hardware or software controls—sometimes referred to as “jailbreaking”—are not compatible mobile devices. You acknowledge that the use of a modified device to use Square Wallet is expressly prohibited, constitutes a violation of the terms of this agreement, and is grounds for termination of your Square Account. Square does not warrant that Square Wallet will be compatible with your mobile device or third party carrier.

Your use of Square Wallet may be subject to the terms of your agreements with your mobile device manufacturer and your carrier. Service is currently available on: AT&T, T-Mobile®, Sprint, Nextel, Virgin Mobile, Verizon Wireless, Alltel, Dobson, Cellular One, NTelos, US Cellular and Cincinnati Bell.

6. Your Square Wallet Account.

By creating a Square Wallet Account, you confirm that you are either a legal resident of the United States, a United States citizen, or a business entity authorized to conduct business by the state in which it operates. Square Wallet and your Square Wallet Account may only be used in the fifty states of the United States of America and the District of Columbia. You may not export Square Wallet directly or indirectly, and you acknowledge that Square Wallet may be subject to export restrictions imposed by US law, including US Export Administration Regulations (15 C.F.R. Chapter VII).

By creating a Square Wallet Account, you also confirm that you will not make payments in connection with the following businesses or business activities: (1) any illegal activity, (2) buyers or membership clubs, (3) credit counseling or 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) 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) financial institutions offering manual or automated cash disbursements, (16) financial institutions offering merchandise and services, (17) sales of money-orders or foreign currency by non-financial institutions, (18) wire transfer money orders, (19) high-risk merchants, including telemarketing merchants, (20) service station merchants, (21) automated fuel dispensers, (22) adult entertainment oriented products or services (in any medium, e.g., internet, telephone or printed material), (23) internet/mail order/telephone order firearm or weapon sales, (24) internet/mail order/telephone order cigarette or tobacco sales, (25) drug paraphernalia, (26) occult materials, (27) hate products, (28) escort services, and (29) bankruptcy attorneys.

Merchants accepting Square may choose to offer loyalty programs to reward their customers. These loyalty programs may be linked to your Square Wallet Account. Any such loyalty programs and the rewards associated with them are offered by the Merchant alone (and not by Square). Should you have questions about any Merchant loyalty program, please ask the Merchant for more information about the program, including any applicable terms and conditions. Rewards associated with Merchant loyalty programs have no cash value, and Merchant may choose to discontinue its loyalty program(s) at any time.

7. Restricted Use.

You may use Square Wallet only to the extent that you obey all laws, rules, and regulations applicable to your use of Square Wallet.

8. Unauthorized or Illegal Use.

We may decide not to process a transaction if we believe that the transaction is in violation of any Square agreement, or exposes you, other Square users, our partners, or Square to harm. Harm includes fraud and other criminal acts. If we reasonably suspect that your Square Wallet Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your Square Wallet Account, and any of your transactions with law enforcement.

9. Square Wallet Purchase Information.

By using Square Wallet, you give Square permission to share with Merchants information regarding your Square Wallet purchases. You also give us permission to import into your Square Wallet Account and to share with Merchants information about purchases you have made using your Card and any of Square’s products or services.

10. Your Privacy.

Your privacy is very important to Square. Upon acceptance of this Agreement you confirm that you have read, understood and accepted Square’s Privacy Policy.

11. Customer Service.

You understand and agree that Square is not responsible for the goods and services that you purchase using Square Wallet. The Merchants, and not Square, provide those goods and services. The Merchant, and not Square, is responsible for customer service related to those goods and services, including order fulfillment, order cancellation, returns, refunds and adjustments, rebates, functionality and warranty, technical support, and issues concerning experiences with a Merchant’s personnel, policies, or processes. The Network and/or other entity issuing your Card, and not Square, is responsible for customer service related to your Card.

12. Disclosures and Notices.

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 your Square Wallet Account to you electronically by posting it on our website, or by emailing it to the email address listed in your Square Wallet Account. 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.

13. User Content.

In connection with registration for a Square Wallet Account, users may upload photos or other materials or information to Square Wallet (“User Content”). You agree that you will not upload User Content to Square Wallet unless you have created that content yourself, or you have permission from the copyright owner to do so.

For any User Content that you upload to Square Wallet, you grant us and our subsidiaries, affiliates, and successors a worldwide, non-exclusive, royalty-free, fully-paid, transferable, and sublicensable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform, and publicly display that User Content throughout the world in any media in order to provide and promote Square Wallet and Square’s business. You retain all rights in your User Content, subject to the rights granted to Square in this Agreement. You may modify or remove your User Content via your Square Wallet Account or by terminating your Square Wallet Account.

For any User Content that you upload to Square Wallet, you grant us and our subsidiaries, affiliates, and successors a worldwide, non-exclusive, royalty-free, fully-paid, transferable, and sublicensable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform, and publicly display that User Content throughout the world in any media in order to provide and promote Square Wallet and Square’s business. You retain all rights in your User Content, subject to the rights granted to Square in this Agreement. You may modify or remove your User Content via your Square Wallet Account or by terminating your Square Wallet Account.

Although Square has no obligation to screen, edit, or monitor any User Content, Square reserves the right, and has absolute discretion, to remove, screen, edit, or disable any User Content at any time and for any reason without notice. You understand that by using Square Wallet, you may be exposed to User Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any User Content, including any loss or damage to any of your User Content.

14. Copyright Infringement.

Square respects the intellectual property rights of others and asks you to do the same. It is Square’s policy to terminate the access privileges of those who repeatedly infringe the copyright rights of others. If you believe that your work has been posted on Square Wallet in a way that constitutes copyright infringement, please contact Square’s copyright agent at the address below and provide the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) a description of the copyright-protected work that you claim has been infringed; (c) the location on Square Wallet of the material that you claim is infringing; (d) your address, telephone number, and email address; (e) a statement by you regarding your good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. By submitting a copyright infringement notice, you acknowledge and agree that Square or its copyright agent may forward the information you provide in this notice to the person who uploaded the allegedly infringing material.

You may write to Square’s designated agent for notice of copyright infringement at:

Square, Inc.
Attn: Copyright Agent
1455 Market Street, Suite 600
San Francisco, CA 94103

If you believe that your removed or disabled User Content is not infringing, or that you have the authorization or right to post and use that User Content from the copyright owner, the copyright owner's agent, or pursuant to law, you may send a counter-notice containing the information required by Section 512(g)(3) of the Digital Millennium Copyright Act (17 USC § 512(g)(3)). Square or its copyright agent will forward your counter-notification to the party who submitted the original copyright infringement claim. If the original claimant does not file an action seeking a court order to restrain you from engaging in infringing activity related to the removed or disabled User Content within 10 business days of receiving the counter-notice from Square, then Square may, in its sole discretion, reinstate the removed or disabled material.

15. Security.

We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

16. Termination.

If your Square Account is terminated for any reason or no reason, you agree: (a) to continue to be bound by this Agreement, (b) to immediately stop using Square Wallet, (c) that the license provided under this Agreement shall end, (d) that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers, and (e) that Square shall not be liable to you or any third party for termination of access to Square Wallet or for deletion of your information or account data.

17. Your Right to Terminate.

You may terminate this Agreement at any time by closing your Square Wallet Account and ceasing to use Square Wallet.

18. Suspension or Termination by Us.

We may terminate this Agreement and close your Square Wallet Account for any reason or no reason at any time upon notice to you. We may also suspend Square Wallet and access to your Square Wallet Account if you (a) have violated the terms of this Agreement, any other agreement you have with Square, or Square’s policies, (b) pose an unacceptable credit or fraud risk to us, or (c) provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct.

19. Effect of Termination.

We will not be liable to you for compensation, reimbursement, or damages in connection with your use of Square Wallet, or in connection with any termination or suspension of Square Wallet. Any termination of this Agreement does not relieve you of any obligations to pay any fees or costs accrued prior to the termination and any other amounts owed by you as provided in this Agreement.

Part Two: Additional Legal Terms

20. Your License.

Square grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use Square Wallet solely to make payments in accordance with this Agreement. The Service includes our website, any software, programs, documentation, tools, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) thereto provided to you by Square. You will be entitled to download updates to Square Wallet, subject to any additional terms made known to you at that time, when Square makes these updates available.

While we want you to enjoy Square Wallet, 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 20(i) 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 Square Wallet 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 Square Wallet or any Square service or product, work around, bypass, or circumvent any of the technical limitations of Square Wallet, use any tool to enable features or functionalities that are otherwise disabled in Square Wallet, or decompile, disassemble or otherwise reverse engineer Square Wallet, 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 Square Wallet, prevent access to or use of Square Wallet by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or (vii) otherwise use Square Wallet except as expressly allowed under this section.

21. Ownership.

Square Wallet is licensed and not sold. Square reserves all rights not expressly granted to you in this Agreement. Square Wallet is protected by copyright, trade secret and other intellectual property laws. Square owns the title, copyright and other worldwide Intellectual Property Rights (as defined below) in Square Wallet and all copies of Square Wallet. 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 Square Wallet, including without limitation about how to improve Square Wallet 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.

22. Indemnity.

You will indemnify, defend, and hold us harmless (and our respective employees, directors, agents, affiliates and representatives) 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 Square Wallet; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (d) your violation of any law, rule or regulation of the United States or any other country; (e) any other party’s access and/or use of Square Wallet with your unique username, password or other appropriate security code.

23. 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 Square Wallet and have the right, power, and ability to enter into and perform under this Agreement; (c) the name identified by you when you registered is your name or business name; (d) 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; (e) you will not use Square Wallet, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of Square Wallet; and (f) your use of Square Wallet will be in compliance with this Agreement.

24. No Warranties.

SQUARE WALLET IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF SQUARE WALLET IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SQUARE WALLET 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 WALLET 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 CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT SQUARE WALLET WILL MEET YOUR REQUIREMENTS; THAT SQUARE WALLET WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT SQUARE WALLET IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF SQUARE WALLET 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 THROUGH SQUARE WALLET 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 OF PRODUCTS OR SERVICES.

25. 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 WALLET. 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 WALLET, YOUR SQUARE WALLET 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 CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF SQUARE WALLET; (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 WALLET; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH SQUARE WALLET BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH SQUARE WALLET; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. 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 $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 Wallet is controlled and operated from facilities in the United States. Square makes no representations that Square Wallet is appropriate or available for use in other locations. Those who access or use Square Wallet 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 Square Wallet 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 Wallet are solely directed to individuals, companies, or other entities located in the United States.

26. Disputes.

If a dispute of any kind arises, we want to understand and address your concerns quickly and to your satisfaction. Please contact the Square Support Center with any dispute. If we cannot resolve your concerns, we agree to an informal and inexpensive dispute resolution process requiring individual arbitration. “Disputes” between you and Square (“Square” includes its processors, suppliers or licensors (or their respective affiliates, agents, directors or employees)) are defined for the purposes of this Agreement to include any claim, controversy, or dispute (whether involving contract, tort, equitable, statutory, or any other legal theory) between you and Square including but not limited to any claims relating in any way to this Agreement (including its breach, termination, or interpretation), any other aspect of our relationship, Square advertising, and any use of Square software or services. “Disputes” also include any claims that arose before this Agreement and that may arise after termination of this Agreement.

27. 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, or a location ordered by the arbitrator. 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.

28. 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.

29. Limitation on Time to Initiate a Dispute.

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

30. 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 Wallet 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 Square Wallet 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.

31. 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.

32. Third Party Services and Links to Other Web Sites.

You may be offered services, products and promotions provided by third parties 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 these services. The Square website may contain links to third party websites as a convenience to you. The inclusion of any website link does imply an approval, endorsement, or recommendation by Square. You agree that you access any such website at your own risk, and that the site is not governed by the terms and conditions contained in this Agreement. Square expressly disclaims any liability for these websites. Please remember that when you use a link to go from our website to another website, our Privacy Policy is no longer in effect. Your browsing and interaction on any other website, including those that have a link on our website, is subject to that website’s own rules and policies.

33. 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 Wallet. 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.

34. 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, 9, 10, 11, 13, 14, 19, and 21-34.