Square

Legal

Square Seller Agreement

Last updated: July 14, 2015

This Seller Agreement (“Agreement”) is a legal agreement between you (“you,” “your”) and Square, Inc. (“Square,” “we,” “our” or “us”) governing your use of Square’s mobile applications and websites, payment processing services, hardware, and other products and services (together, the “Services”). Please read this Agreement carefully. This Agreement is divided into three parts. Part One explains the terms that govern your use of the Services. Part Two contains additional legal terms, including provisions that limit our liability to you and require individual arbitration for any potential legal dispute. Part Three explains the terms that govern your use of additional subscription Services if you choose to subscribe to such Services. To use the Services, you must accept all of the terms of this Agreement.

Part One: Terms Governing Use of the Service

1. Square Account Registration

You must open an account with Square (a “Square Account”) to use the Services. During registration we 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 complete this and other processes to access any funds that you accept through the Services. You must also keep the information that you provide up-to-date. We reserve the right to suspend or terminate the Square Account of anyone who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements.

2. Name

You must use your or your business’ true and accurate name when signing up for a Square Account. Ideally, the name you choose will be a reasonably descriptive name that clearly identifies you or your business. This name will appear on the Buyer’s credit or debit card statement for all payments you accept using the Services.

3. Software

The software associated with mobile and website applications and hardware products is part of the Services. Among other things, the software enables you to access and use the Services. You must install any and all software updates to continue to use the Services.

4. Verification and Inspection

If your request to open a Square Account is approved, Square may request additional information from you at any time. For example, Square may ask you to present invoices from your suppliers, a government issued identification such as a passport or driver’s license, a business license, or other information. Square may also ask for permission to inspect your business location. If you refuse any of these requests, your Square Account may be suspended or terminated.

5. Compatible Mobile Devices and Third Party Carriers

Your Square Account permits you to accept payment Card transactions, and to account for cash transactions, on compatible mobile devices. Devices modified contrary to the manufacturer’s software or hardware guidelines, including but not limited to those with disabled hardware or software controls—sometimes referred to as “jail broken”—are not compatible mobile devices. You acknowledge that using a modified device to use the Services 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 the Services will be compatible with your mobile device or third party carrier.

Your use of the Services may be subject to the terms of your agreements with your mobile device manufacturer and your carrier.

6a. Your Square Account

By creating a Square 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(s) in which you operate. The Services and your Square Account may only be used for business purposes in the fifty states of the United States of America and the District of Columbia. You may not export the Services directly or indirectly, and you acknowledge that the Services 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 Account, you also confirm that you will not 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, tobacco or vaporizer 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.

6b. Gift Cards Support

The Services include software and support that allow you to order and sell your own branded physical gift cards to Buyers and to track the redemption and remaining balance of such gift cards. In order to use such software and support, you agree to the terms of this Agreement and may not amend or supplement this Agreement in any way. You (and not Square) are the issuer and administrator of your gift cards. Unless you have a subscription for employee, location and device management features, your gift cards may only be issued and redeemed at the single business location associated with your Square Account. If you have multiple business locations and do not have a subscription for employee, location and device management features, you must separately order gift cards for each business location where you wish to issue and redeem gift cards and print that business location on your gift cards. Gift cards sold by you are “closed loop” gift cards that are only redeemable from you for your goods and services. You agree to pay our Fees on each issue of a gift card as well as all order, printing, and shipping fees for each order of gift cards. Square does not assess a Fee on the redemption of a gift card to purchase goods or services from you, and you may not assess or impose any fees or charges on the issuance, maintenance, or redemption of gift cards. You may not issue a gift card with a value in excess of $1,000 or add value to a previously issued gift card so that the total funds loaded on a gift card in any single day exceed $1,000. Further, you may not issue more than $10,000 in gift cards to any single person in any one day. You may not impose an expiration date on gift cards and any unused balance of a gift card must remain available to the holder of the gift card until fully redeemed, even if your Square Account is closed, suspended, or terminated. You may not provide a cash refund from or cash back on gift cards except to the extent required by applicable law. If a purchase exceeds the holder’s gift card balance, the holder must pay the remaining amount with another payment method. All gift cards and the funds associated with gift cards are your sole property. Any liability for the use or misuse of your gift cards, and any third party claims arising from or relating to your gift cards, are your sole responsibility.

You are solely responsible for compliance with federal, state, and local laws that apply to your gift cards, including but not limited to notice and disclosure requirements, expiration dates and fees, refunds, unclaimed property or escheat requirements (such as tracking, reporting, and remittance of unclaimed property balances in all states), and customer service for Buyers and holders of gift cards.

6c. Loyalty Programs

Your Square Account permits you to offer loyalty programs to your Buyers. If you offer such a loyalty program, you (and not Square) are responsible for ensuring that your program and any associated rewards are compliant with applicable federal, state, or local laws, including laws governing prepaid cards and special offers such as rebates and coupons. You agree to make available to your Buyers any terms and conditions applicable to your loyalty program.

6d. Online Store Guidelines

You can create, personalize, and maintain a website for your business using Online Store. While your website is yours to personalize, we require that all Online Store Sellers and Buyers follow the Online Store Guidelines. Square reserves the right to suspend or terminate usage of Online Store for violations of the Online Store Guidelines.

7. Our Role

The Services allow you to accept 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.

As a payment service provider, Square facilitates the processing of payments you receive from your Buyers. This means that we collect, analyze and relay information generated in connection with these payments.

In order to serve in this role, we must enter into agreements with Networks, processors and acquiring banks. In some cases, Visa and MasterCard require that our Sellers enter into an agreement directly with Square’s acquiring bank. If you are such a Seller we will provide you a “Commercial Entity Agreement” that you must complete in order to use the Services. This may happen during the registration process or at some other time. If you fail to complete a “Commercial Entity Agreement,” we may suspend or terminate your Square Account. Similarly, if you are a high value customer, American Express may require that you maintain your agreement directly with them and designate Square as your agent for American Express payments. If that is the case, we will notify you of such requirement.

8. Your Authorization

You authorize us in relation to the Services to act as your agent for the limited purposes of holding, receiving, and disbursing funds on your behalf. Your authorization permits us to generate a paper draft or an electronic funds transfer to process each payment transaction that you authorize. Your authorizations will remain in full force and effect until your Square Account is closed or terminated. You agree that our receipt of transaction proceeds satisfies the Buyer’s obligations to you. We will remit to you funds actually received by us on your behalf, less amounts owed to us, subject to any Chargeback or Reserve withheld or applied in accordance with this Agreement.

9. Restricted Use

Square-provided hardware products are for your use with the Services, and you may not act as a hardware product reseller. You may not act as a payment intermediary, aggregator or service bureau or otherwise resell the Services on behalf of any third party. This means that you may not use the Services to handle, process or transmit funds for any third party. You also may not use the Services to process cash advances.You may not use the invoices feature of the Services to send invoices to yourself or in any other manner for which the invoices feature is not intended.

10. Unauthorized or Illegal Use

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

11. Accepted Cards

Square works with any US-issued and most non-US issued credit, debit, prepaid, or gift cards (“Cards”) with a Visa, MasterCard, American Express, or Discover logo. We may remove or add Cards that we accept at any time without prior notice. We will generally only process Cards that receive an authorization from the applicable Network and Card issuer. You understand that there may be times when the Buyer may not be the authorized user of the Card or that such Buyer may otherwise contest the transaction through the Chargeback process (described below). You agree to comply with the Chargeback process and to liability associated with such Chargebacks.

12. Applicable Network Rules

The Networks require that you and Square comply with all applicable bylaws, rules, and regulations (“Network Rules”). The Networks amend their rules and regulations from time to time. Square may be required to change this Agreement in connection with amendments to the Network Rules. Significant portions of the Network Rules are available to the public at www.visa.com, www.mastercard.com, and www.americanexpress.com.

Network Rules currently prohibit you from dispensing cash on any Card transaction. The Network Rules also restrict your ability to assess a surcharge or split a single transaction in to multiple transactions except in certain limited situations.

Your use of Network logos is governed by the Rules; you agree to familiarize yourself with and to comply with these requirements.

13. Underwriting

Square will review the information that you submit in connection with your request to sign up for the Services. You agree that Square may share information about you and your Square Account with its processor and/or acquiring bank. After you submit your application, Square or its processor and/or acquiring bank may conclude that you will not be permitted to use the Services.

You authorize Square to request identity verifying information about you, including a consumer report that contains your name and address. You further agree that Square may periodically obtain additional reports to determine whether you continue to meet the requirements for a Square Account.

You agree that Square is permitted to share information about you and your application (including whether you are approved or declined), and your Square Account with your bank or other financial institution. This includes sharing information (a) about your transactions for regulatory or compliance purposes, (b) for use in connection with the management and maintenance of the Service, (c) to create and update their customer records about you and to assist them in better serving you, and (d) to conduct Square’s risk management process.

14. Our Fees

You agree to pay the applicable fees listed on our Fee Schedule (“Fees”) for use of the Services. Subject to the terms of this Agreement, we reserve the right to change our Fees upon thirty days’ advance notice. You must agree to the change in Fees to continue to use the Services. To withdraw your consent, you will need to close your Square Account. All Balances and all Fees, charges, and payments collected or paid through the Services are denominated in US dollars.

15a. Access to Square Account Funds

Subject to the payout schedule identified below, we will deposit amounts received by us for transactions you submit through the Services (less any applicable Fees) to your verified bank account.

If Square is not able to debit or credit the bank account you link to your Square Account, the bank account will be de-linked from your Square Account.

If you do not have an ACH-enabled bank account linked to your Square Account, you may request a physical check. Check requests may be subject to a processing fee and an identity verification process. It is your obligation to request a check or otherwise link an ACH-enabled bank account to your Square Account in order to receive your funds.

Funds for any given transaction will not be deposited until the transaction is deemed complete. Transactions will be deemed complete when we have received or sent the funds and when we or the designated financial institutions have accepted the transaction or funds.

15b. Right of Setoff

You grant us a security interest in, as well as a right of setoff against, and hereby assign, convey, deliver, pledge and transfer to us, as security for repayment of any obligations due under this Agreement, all of your right, title, and interest in and to all of your accounts with us. However, this grant will not apply to any accounts for which the grant of a security interest would be prohibited by law. You authorize us, without prior notice to you and irrespective of (i) whether we have made demand under this Agreement or any other related agreements; and (ii) whether the obligation is contingent, matured or unmatured, to the extent permitted by law, to collect, charge, and/or setoff all sums owing on the indebtedness against any and all such accounts and other obligations, and our option, to administratively freeze or direct any third party bank holding the account to freeze all such accounts to allow us to protect our security interest, collection, charge and setoff rights as provided for in this section.

16. Payout Schedule - Standard

Once you validate your US bank account, and have ten dollars or more in your Square Account, Square will automatically initiate a payout to your bank account at the end of every business day. Payouts to your bank account for payments received by you during business hours (before 5pm Pacific Time) will usually fund the next business day.

17. Availability of Funds

Should Square need to conduct an investigation or resolve any pending dispute related to your Square Account, we may defer payout or restrict access to your funds for the entire time it takes for us to do so. We also may defer payout or restrict access to your funds as necessary to comply with applicable law or court order, or if otherwise requested by law enforcement or governmental entity.

18. Square Account History

When a payment is made to your Square Account, we will update your Square Account activity on the website and provide you a transaction confirmation. The confirmation will serve as your receipt. Summaries of your Square Account activity, including monthly statements, are available on our website for up to one year of account activity. Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data associated with your Square Account and your use of the Services, and (b) reconciling all transactional information that is associated with your Square Account. If you believe that there is an error or unauthorized transaction activity is associated with your Square Account, you agree to contact us immediately.

19. Reserve

At any time and from time to time, we may temporarily suspend or delay payments to you and/or designate an amount of funds that you must maintain in your Square Account or in a separate reserve account (a “Reserve”) to secure the performance of your payment obligations under this Agreement. We may require a Reserve for any reason, including if you have a high rate of Chargebacks (described in Section 27), refunds, or other indications of performance problems related to your use of the Services. The Reserve will be in an amount as reasonably determined by us or our processor to cover anticipated Chargebacks, returns, unshipped merchandise and/or unfulfilled products or services or credit risk based on your processing history. The Reserve may be raised, reduced or removed at any time by Square, in its sole discretion, based on your payment history, a credit review, the amount of any arbitration award or court judgment against you in Square’s favor, or otherwise as Square or its processor may determine or require. If you do not have sufficient funds in your Reserve, we may fund the Reserve from any funding source associated with your Square Account, including but not limited to any funds (a) deposited by you, (b) due to you under this Agreement, or (c) available in your bank account, or other payment instrument registered with us. You grant us a security interest in and lien on any and all funds held in any Reserve, and also authorize us to make any withdrawals or debits from the Reserve, without prior notice to you, to collect amounts that you owe us under this Agreement, including without limitation for any reversals of deposits or transfers made to your Square Account. You will execute any additional documentation required for us to perfect our security interest in any funds in the Reserve. This security interest survives for as long as we hold funds in your Reserve.

20. Square Account Balances

You are not required to hold monetary balances that you receive in your Square Account (your “Balance”). If you end up with a Balance, your funds will be co-mingled and held with other participants’ funds in one or more pooled accounts at one or more FDIC-insured banks by us on your behalf and for the benefit of you and others holding balances (each a “Pooled Account”). US dollar balances held in the pooled account are eligible for FDIC pass-through insurance, meaning that your Balance may be insured up to the FDIC maximum, which is currently $250,000. We have sole discretion over the establishment and maintenance of any pooled account. Funds associated with your Square Account will at all times be held separate from our corporate funds. We will not use your funds for our corporate purposes (including the granting of any security or similar interest), will not voluntarily make funds available to our creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit our creditors to attach the funds. You will not receive interest or any other earnings on any funds that we handle for you. As consideration for using the Services, you irrevocably assign to us all rights and legal interests to any interest and/or other earnings that may accrue or are attributable to our holding of your Balance in a pooled account or Reserve (described above).

21. Receipts

When your Buyer is present at the time of the transaction and signs the Square signature screen, you benefit from the Network Rules for card present transactions. You agree to request that your Buyer personally sign for all transactions greater than $25 when your Buyer is present. You must make a written receipt available to your Buyers for any transaction greater than $15. You may give your Buyers the option to receive or decline a written receipt. As a convenience, but not in lieu of a written receipt, the Square receipt screen offers Buyers a choice to sign-up to receive digital receipts delivered by Square through SMS or email. Digital receipts may contain additional messages, offers, or links that may be of interest to Buyers. Buyers may be able to use the Services to submit feedback to you about their recent customer experience. When Buyers submit feedback using the Services, we share that feedback with you and allow you to send responses to Buyers who have enabled replies to their feedback. You may not use the feedback features of the Services: (a) to send responses to Buyers who have not enabled replies to their feedback, (b) to request Buyer Card information, (c) to send Buyers marketing messages, requests for information, or other communications unrelated to their feedback, (d) to send abusive, harassing, excessive or objectionable messages, or (e) in any other manner that would violate any provision of this Agreement or Square’s policies. If you do not wish to receive feedback or to report a problem with feedback from a Buyer or to report a problem with feedback from, you should contact Square Support.

22. Receipts for 501(c)(3) Organizations

If you operate a 501(c)(3) organization, you may offer Square electronic receipts to your donors as a convenience, by completing the required fields in the “Account” section of our website. You acknowledge that not all payments made to your organization will be eligible for classification as “tax deductible to the extent allowed by law,” and you assume full responsibility for the classification of your transactions. Square specifically disclaims any liability in this regard.

23. Usage of Shortcode (778273)

You agree that Square may send you real-time receipts via a text message, which you may also use as secondary authentication. Standard message and data rates may apply (check with your carrier). You may start by entering your mobile phone number during a transaction with a Buyer, or by opting-in at squareup.com. For help, text HELP to 778273, text STOP to quit.

24. Taxes

You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection your use of our software and services (“Taxes”). You also are solely responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. Square specifically disclaims any liability for Taxes.

If in a given calendar year you receive (i) more than $20,000 in gross amount of payments and (ii) more than 200 payments, Square will report annually to the Internal Revenue Service (“IRS”), as required by law, your name, address, Tax Identification Number (such as a Social Security Number (SSN), or Employer Identification Number (EIN)), the total dollar amount of the payments you receive in a calendar year, and the total dollar amount of the payments you receive for each month in a calendar year. Whether you reach $20,000 in payments or more than 200 payments will be determined by looking at the SSN associated with your Square Account.

25. Customer Service

You are solely responsible for all customer service policies and issues relating to your goods or services, including pricing, order fulfillment, cancellations or no shows by you or a Buyer, returns, refunds and adjustments, rebates, functionality and warranty, technical support, and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from us. As between you and us, we are solely responsible for customer service issues relating to any Square Account, payment, Card processing, debiting or crediting.

26. Refunds and Returns

By accepting payment Card transactions with a Square, you agree to process returns of, and provide refunds and adjustments for, your goods or services through your Square Account in accordance with this Agreement and Network Rules. Network Rules require that you will (a) maintain a fair return, cancellation or adjustment policy; (b) disclose your return or cancellation policy to Buyers at the time of purchase, (c) not give cash refunds to a Buyer in connection with a Card sale, unless required by law, and (d) not accept cash or any other item of value for preparing a Card sale refund. The amount of the refund/adjustment must include any associated taxes required to be refunded and cannot exceed the amount shown as the total on the original sales data except by the exact amount required to reimburse the Buyer for postage that the Buyer paid to return merchandise. If you accept returns and are making an uneven exchange of merchandise (e.g., the sales price is not the same), you must issue a credit for the total amount of the merchandise being returned and complete a new sale for any new merchandise. Please be aware, if your refund policy prohibits returns or is unsatisfactory to the Buyer, you may still receive a Chargeback relating to such sales.

You can process a refund through your Square Account up to sixty (60) days from the day you accepted the payment. If you are an Online Store Seller, you may not be able to process a partial refund. If your available Square balance is insufficient to cover the refund, Square will request your authorization to withdraw up to the requested refund amount from your bank account. Square will then withdraw the amount you were paid (the sale amount minus the initial transaction fee) from your bank account, and credit it back into your Buyer’s Card. The Fees are also refunded by Square, so the full purchase amount is always returned to your Buyer. Square has no obligation to accept any returns of any of your goods or services on your behalf.

27. Your Liability for Chargebacks

The amount of a transaction may be reversed or charged back to your Square Account (a “Chargeback”) if the transaction (a) is disputed, (b) is reversed for any reason by the Network, our processor, or a Buyer or our financial institution, (c) was not authorized or we have any reason to believe that the transaction was not authorized, (d) is allegedly unlawful, suspicious, or in violation of the terms of this Agreement.

28. Our Collection Rights for Chargebacks

For any transaction that results in a Chargeback, we may withhold the Chargeback amount in a Reserve. We may debit the amount of any Chargeback and any associated Fees, fines, or penalties listed in the Fee Schedule or assessed by the Association or our processor from your Square Account (including without limitation any Reserve), any proceeds due to you, your bank account, or other payment instrument registered with us. If you have pending Chargebacks, we may delay payouts from your Square Account. Further, if we reasonably believe that a Chargeback is likely with respect to any transaction, we may withhold the amount of the potential Chargeback from payments otherwise due to you under this Agreement until such time that: (a) a Chargeback is assessed due to a Buyer’s complaint, in which case we will retain the funds; (b) the period of time under applicable law or regulation by which the Buyer may dispute that the transaction has expired; or (c) we determine that a Chargeback on the transaction will not occur. If we are unable to recover funds related to a Chargeback for which you are liable, you will pay us the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including without limitation attorneys’ fees and other legal expenses, incurred by or on behalf of us in connection with the collection of all Square Account deficit balances unpaid by you.

29. Excessive Chargebacks

If we determine that you are incurring an excessive amount of Chargebacks, we may establish controls or conditions governing your Square Account, including without limitation, by (a) establishing new processing fees, (b) creating a Reserve in an amount reasonably determined by us to cover anticipated Chargebacks and related fees, (c) delaying payouts, or (d) terminating or suspending the Services.

30. Contesting Chargebacks

You agree to assist us when requested, at your expense, to investigate any of your transactions processed through the Services. To that end, you permit us to share information about a Chargeback with the Buyer, the Buyer’s financial institution, and your financial institution in order to investigate and/or mediate a Chargeback. We will request necessary information from you to contest the Chargeback. If the Chargeback is contested successfully, we will release the reserved funds to your Square Account. If a Chargeback dispute is not resolved in your favor by the Network or issuing bank or you choose not to contest the Chargeback, we may recover the Chargeback amount and any associated fees as described in this Agreement. You acknowledge that your failure to assist us in a timely manner when investigating a transaction, including providing necessary documentation within fifteen (15) days of our request, may result in an irreversible Chargeback. We reserve the right, upon notice to you, to charge a fee for mediating and/or investigating Chargeback disputes.

31. Our Set-off Rights

To the extent permitted by law, we may set off against the Balances for any obligation you owe us under this Agreement, including without limitation any Chargebacks. All Fees are charged at the time we process a transaction and are deducted first from the transferred or collected funds and thereafter from the Balance in your Square Account. If you owe us an amount that exceeds your Balance, we may charge or debit a payment instrument registered in your Square Account or any connected Square Account (as well as set off against any Balance in any connected Square Account). Your failure to fully pay amounts that you owe us on demand will be a breach of this Agreement. You will be liable for our costs associated with collection in addition to the amount owed, including without limitation attorneys’ fees and expenses, collection agency fees, and any applicable interest.

32. Dormant Square Accounts

If there is no activity in your Square Account (including access or payment transactions) for at least two years, consecutively, and you have a Balance, we will notify you by sending an email to the email address associated with your Square Account and give you the option of keeping your Square Account open and maintaining the Balance, withdrawing the Balance, or requesting a check. If you do not respond to our notice within thirty days, we will automatically close your Square Account and escheat your funds in accordance with applicable law, and if permitted, to Square.

33. Square Processing Errors

We will attempt to rectify processing errors that we discover. If the error resulted in your receipt of less than the amount to which you were entitled, Square will credit your Square Account for the difference. If the error results in your receipt of more than the amount to which you were entitled, Square will debit the extra funds from your Square Account. Square will only correct transactions that you process incorrectly if and when you notify us of such an error. Your failure to notify us of a processing error within thirty days of when it first appears on your electronic transaction history will be deemed a waiver of any right to amounts owed to you.

34. 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.

35. Privacy of Others

By using the Services, you may receive information about Buyers or other third parties. You must keep such information confidential and only use it in connection with the Services. You may not disclose or distribute any such information or use the information for marketing purposes unless you receive the express consent of the Buyer or other third party. You are solely responsible for compliance with any privacy laws applicable to your use of the Services, including without limitation the Health Insurance Portability and Accountability Act (“HIPAA”).

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

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.

37. Your Content

In connection with your Square Account, any business listing, and your use of the Services, you may be able to upload or provide photos, logos, products, loyalty programs, promotions, advertisements and other materials or information (“Seller Content”). You agree that you will not upload or provide any Seller Content unless you have created that content yourself or you have permission from the content owner to do so.

You grant us, our affiliates and successors a worldwide, non-exclusive, royalty-free, fully-paid, transferable, and sub-licensable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform, and publicly display your Seller Content throughout the world in any media in order to provide and promote the Services and Square’s business. You retain all rights in your Seller Content, subject to the rights granted to Square in this Agreement. You may modify or remove your Seller Content via your Square Account or by terminating your Square Account, but your Seller Content may persist in historical, archived or cached copies and versions thereof available on or through the Services.

You agree not to upload or provide Seller Content or otherwise post, transmit, distribute, or disseminate through the Services any material that: (a) is false, misleading, unlawful, obscene, indecent, lewd, pornographic, defamatory, libelous, threatening, harassing, hateful, abusive, or inflammatory; (b) encourages conduct that would be considered a criminal offense or gives rise to civil liability; (c) breaches any duty toward or rights of any person or entity, including rights of publicity, privacy or trademark; (d) contains corrupted data or any other harmful, disruptive, or destructive files; (e) advertises products or services competitive with Square’s or its partners’ products and services, as determined by Square in its sole discretion; or (f) in Square’s sole judgment, is objectionable, restricts or inhibits any person or entity from using or enjoying any portion of the Services, or which may expose Square, its affiliates, its customers, or Buyers to harm or liability of any nature.

You may be able to use the Services to create, manage and send marketing messages to Buyers who have elected to receive offers and updates from Sellers they frequent. Square is not involved in your marketing messaging to Buyers, except for providing the Services that facilitate the creation, delivery and management of messages by you to Buyers. You (and not Square) are the sponsor, sender and administrator of marketing messages you send using the Services. You are responsible for creating, managing and honoring any terms included in such messages, and for the Seller Content of your marketing messages, even if your Square Account is closed, suspended, or terminated. Messaging features available in the Services are unrelated to, and do not account for, any customer relationship activities you may have or may engage with Buyers outside of the Services. You are solely responsible for compliance with federal, state, and local laws and regulations that apply to your messages. You may not use the Services to send unsolicited bulk messages. You agree to pay the applicable Fees for use of the Services.

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

38. Copyright and Trademark Infringement

Square respects the copyright and trademark rights of others and asks you to do the same. Square has adopted a Copyright & Trademark Policy regarding claims that third party material infringes the copyrights or trademarks of others. Square responds to all valid notices of such copyright and trademark infringement, and it is Square’s policy to suspend or terminate the access privileges of those who infringe the copyrights and trademarks of others.

39. 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.

40. Termination

If your Square Account is terminated or suspended for any reason or no reason, you agree: (a) to continue to be bound by this Agreement, (b) to immediately stop using the Services, (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 or suspension of access to the Services or for deletion of your information or account data.

41. Your Right to Terminate

You may terminate this Agreement and other Square agreements by closing your Square Account at any time. Upon closure of a Square Account, any pending transactions will be cancelled. Any funds that we are holding in custody for you at the time of closure, less any applicable Fees, will be paid out to you according to your payout schedule, assuming all payout-related authentication requirements have been fulfilled (for example, you may not close your Square Account as a means of evading your payout schedule). If an investigation is pending at the time you close your Square Account, we may hold your funds as described herein. If you are later determined to be entitled to some or all of the funds in dispute, we will release those funds to you.

42. Suspension or Termination by Us

We may terminate this Agreement or suspend or close your Square Account for any reason or no reason at any time upon notice to you. We may also suspend the Services and access to your Square Account (including the funds in your Square 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.

43. Effect of Termination

We will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Services, or in connection with any termination or suspension of the Services. 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 to us as provided in this Agreement.

Part Two: Additional Legal Terms

44. 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 accept and receive payments and to manage the funds you so receive, 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, and hardware products provided to you by Square. You will be entitled to download updates to the Services, subject to any additional terms made known to you at that time, when Square makes these updates available.

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 44(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 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; or (vii) otherwise use the Services except as expressly allowed under this section.

45. 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.

46. 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 or the Network Rules; (b) your wrongful or improper use of the Services; (c) any transaction submitted by you through the Services (including without limitation the accuracy of any Seller Content or product, service, or transaction information that you provide or any claim or dispute arising out of products or services offered or sold by you); (d) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (e) your violation of any law, rule or regulation of the United States or any other country; (f) any other party’s access and/or use of the Services with your unique name, password or other appropriate security code.

47. 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 name identified by you when you registered is your name or business name under which you sell goods and services; (d) any sales transaction submitted by you will represent a bona fide sale by you; (e) any sales transactions submitted by you will accurately describe the goods and/or services sold and delivered to a purchaser; (f) you will fulfill all of your obligations to each Buyer for which you submit a transaction and will resolve any consumer dispute or complaint directly with the purchaser; (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 and employees, including any applicable tax, wage and hour, and tip laws and regulations; (h) except in the ordinary course of business, no transaction submitted by you through the Services will represent a sale to any principal, partner, proprietor, or owner of your entity; (i) 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) no transaction submitted by you through the Services will involve your Cards (except for reasonable test swipes); and (k) your use of the Services will be in compliance with this Agreement.

48. No Warranties

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE 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 SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, SQUARE, ITS PROCESSORS, SERVICE PROVIDERS, SUPPLIERS, AND LICENSORS (AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) DO NOT WARRANT THAT THE SERVICES ARE ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES ARE 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 SERVICES ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES 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.

49a. Limitations of Liability and Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SQUARE, ITS PROCESSORS, SERVICE PROVIDERS, SUPPLIERS, OR LICENSORS (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, OR 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 SERVICES. 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 SERVICES OR YOUR SQUARE ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SQUARE, ITS PROCESSORS, SERVICE PROVIDERS, SUPPLIERS, AND 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 SERVICES 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 THE SERVICES; AND/OR (VII) SELLER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL SQUARE, ITS PROCESSORS, SERVICE PROVIDERS, AGENTS, SUPPLIERS, OR LICENSORS (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, OR EMPLOYEES) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT OF FEES EARNED BY SQURE IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

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.

49b. Third Party Products

All third party hardware and other products included or sold with the Services are provided solely according to the warranty and other terms specified by the manufacturer, who is solely responsible for service and support for its product. For service, support, or warranty assistance, you should contact the manufacturer directly. SQUARE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH THIRD PARTY PRODUCTS, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL SQUARE BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, OR COVER DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THIRD PARTY PRODUCTS OR ANY AMOUNT IN EXCESS OF THE AMOUNT PAID BY YOU FOR THE PRODUCT THAT GIVES RISE TO ANY CLAIM.

50. Disputes

If a dispute of any kind arises, we want to understand and address your concerns quickly and to your satisfaction. Please contact Square Support with any dispute. If we cannot resolve your concerns, we agree to an informal and inexpensive dispute resolution process requiring individual arbitration.

51. 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 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.

52. 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.

53. 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.

54. 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.

55. 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.

56. 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 Services may contain 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 website at your own risk, and that the website 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 the Services to a third party website, our Privacy Policy is no longer in effect. Your browsing and interaction on a third party website, including those that have a link in the Services is subject to that website’s own rules and policies.

57. 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 processors, service providers, suppliers, and licensors (and their respective affiliates, agents, directors, and employees) 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.

58. 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: 6b, 13, 15-20, 24, 25, 27-33, 35, 37, 38, 45-58.

59. Definitions

“Buyer” means any person that presents a card to a Seller in order to make a payment.

“Dispute” means 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. “Dispute” also includes any claims that arose before this Agreement and that may arise after termination of this Agreement.

“Seller” means any person that signs up for a Square account to accept payments using the Square service.

Part Three: Subscription Services

60. Subscription Services

We may offer additional Services to you subject to additional fees and/or terms (each a “Subscription Service”). By signing up for a Subscription Service, including after any free trial period, you agree to pay us the subscription fee as set forth in your Square Account settings or as otherwise agreed in writing (“Subscription Fee” ) as and when due. Subscription Fees are in addition to the applicable processing fees listed on our Fee Schedule. Subscription Fees may be paid by debit card, credit card, or deduction from your transaction proceeds. If you link a debit or credit card to your account, you authorize us to collect Subscription Fees by debit from your linked debit card or charge to your linked credit card. Regardless of payment device, we reserve the right to collect Subscription Fees by deduction from your transaction proceeds, the Balance in your Square Account or your linked bank account.

Unless otherwise provided in a Subscription Service’s terms, Subscription Fees will be charged on the 1st of every month until cancelled. You may cancel a Subscription Service at any time from your Square Account settings. If you cancel a Subscription Service, you will continue to have access to that Subscription Service through the end of your then current billing period, but you will not be entitled to a refund or credit for any Subscription Fee already due or paid. We may immediately terminate or suspend your subscription or access to a Subscription Service at any time for any reason or no reason. The cancellation, termination or suspension of your subscription or access to such Subscription Service shall not affect your liability or obligations under this Agreement.

As stated in this Agreement, we have the right to change, delete, discontinue or impose conditions on Subscription Services or any feature or aspect of a Subscription Service. We also reserve the right to change our Subscription Fee upon thirty (30) days’ advance notice. Your continued use of Subscription Services after notice of any such changes will constitute your agreement to such changes.

61. Customer Insights

Customer Insights (“Customer Insights”) is a Square Subscription Service that gives you access to limited customer purchase information, such as visit frequency and purchase history. For a full description of the current features and Subscription Fee for Customer Insights, please see your Square Account settings. By signing up for Customer Insights, you agree not use Customer Insights in any manner that is not authorized or intended or that would violate any provision of this Agreement.

62. Appointments

Square Appointments (“Appointments”) is a Square Subscription Service that lets your customers book appointments with you online. For a full description of the current features and Subscription Fee for Appointments, please see your Square Account settings. By signing up for Appointments, you agree that you are responsible for any actions taken on your behalf by employees or staff whom you have granted any access to view, accept and decline appointments or calendars. You must comply with applicable privacy laws and you may only use customer information in compliance with Section 35 of this Agreement.

63. Employee, Device and Location Management

Square offers access to additional employee, device and location management features, such as such as managing multiple business locations and permissioning employee delegates on your Square Account, as a Subscription Service . For a full description of the current features and Subscription Fee for employee, device and location management features, see your Square Account settings. By signing up for these additional features, you agree that you are responsible for any actions taken on your behalf by employees or staff to whom you have granted any access to your Square Account.

64. Payroll

Square Payroll (“Payroll”) is a Square Subscription Service that gives you access to additional features such as payroll calculation, payment and related tax reporting, and other related payroll services. If you use Payroll, the following additional terms apply to you:

To use Payroll you must submit information we require to provide the Service, including employer tax information, employee wage and payroll information, and other information we may request. You assume sole responsibility for and will ensure that your payroll information, Seller Content, data, documents or materials used, disclosed, entered into or created using the Services is accurate, reliable and complete, and does not violate the Agreement, the Office of Foreign Assets Control of the U.S. Treasury or any other applicable laws or regulations. You are fully responsible for all of the information you submit through the Services, including for any IRS or other penalties due to incorrect, inaccurate, incomplete or outdated information. We are not responsible for verifying the accuracy, timeliness, or completeness of any wage, payroll or any other information you provide or directly input via the Services or any other method. We will not be liable for any penalty, interest or other liability that results from inaccurate or incomplete information you supply.

You agree to complete IRS Form 8655 (Reporting Agent Authorization) naming Square Payroll, Inc. as your authorized reporting agent. You represent and warrant to us that you have obtained all consents necessary to provide us with the information required to provide the Service, including consent to access your employees’ bank accounts to process direct deposits of payments and to debit overpayments and payment errors. You acknowledge and agree that we are not providing any legal, financial, accounting, tax or other professional advice to you by providing the Services.

You must have a Square Account with a linked, verified, ACH-enabled bank account. You authorize Square, Inc. to debit your linked bank account in the amounts necessary to (i) fund your direct deposits, (ii) pay any fees or charges associated with the Service, (iii) pay your payroll taxes, (iv) pay any debit, correction or reversing entry initiated pursuant to this Agreement, and (v) pay any other amount that is owing under this Agreement, including for Services provided by us to you unrelated to Payroll. You will maintain a sufficient balance in your linked bank account to pay disbursements, fees, payroll taxes or any other amounts due under this Agreement at the time required.

If you have insufficient funds in your linked bank account to pay amounts due under this Agreement at the time required, or if you refuse to pay, we may (i) debit amounts from your Reserve, payroll taxes withheld on your behalf, or from any other funding source associated with your Square Account, including but not limited to any funds deposited by you, due to you under this Agreement, or other payment instrument registered with us, (ii) refuse to pay any unremitted payroll taxes, (iii) discontinue the Services (entirely or only with respect to Payroll, in our sole discretion), and/or (iv) immediately terminate this Agreement.