Developer Terms of Service

Last Updated: November 12, 2019

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These Square Developer Terms of Service (“Developer Terms”) are a legal agreement between you (“you,” “your”) and Square, Inc. (“Square,” “we,” “our” or “us”) governing your use of Square’s software development kit files (SDKs), tools, programs and utilities, as well as any plug-in or other application programming interfaces (“APIs”), sample code (including runtimes and libraries) and related documentation (collectively the “Developer Tools”). By using the Developer Tools, and related materials made available to you, you agree to be bound by these Developer Terms and any documentation and guidelines accompanying the Developer Tools, the General Terms of Service, the Privacy Notice, and all other terms, policies, and guidelines applicable to your use, including but not limited to, the Payment Terms if you accept payments through Square.

1. Your access to and use of Square Developer Tools and Content

Use our Developer tools and services only as in these terms and in our documentation. You are responsible for how you use our services. We can change or stop offering these services at any time.

1. You may use the Developer Tools to access information created or retained in a Square account (“Content”) and use Square payment processing services in connection with the applications, websites, products or services you operate and offer that interact with Developer Tools (“Your Service”). Any payment processing enabled by you via a Square API requires a Square account and is subject to the General Terms. You are solely responsible for, and Square disclaims all liability for, Your Service.

2. Your use of the Developer Tools and Content are subject to certain limitations on access, calls and use as set forth in these Developer Terms, in the Square documentation accompanying such Developer Tools, or as otherwise provided to you by Square. If Square assigns you developer credentials or client IDs, you must use them with applicable Developer Tools. You will not misrepresent or mask either your identity or Your Service’s identity when using the Developer Tools or developer accounts. If Square believes that you have attempted to exceed or circumvent these limitations, your ability to use the Developer Tools and Content may be temporarily or permanently blocked.

3. Square may update the Developer Tools at any time, and may discontinue support for previous versions of the Developer Tools at Square’s sole discretion. Square will make reasonable efforts to notify you when a version of the Developer Tools will no longer be supported.

4. If Your Service enables Square account holders (“Square Sellers”) to access their Content, Square Sellers must be presented with the ability to log into Square via the OAuth protocol. Sellers without a Square account should be given the opportunity to create a new Square account as provided by Square. You will not solicit or store Square passwords.

5. You will use the Developer Tools and operate Your Services which access the Developer Tools only as permitted by law (including without limitation, laws regarding the import or export of data or software, privacy, or data-security as applicable). You will not use the Developer Tools to encourage or promote illegal activity. You will only access the applicable Developer Tools following the implementation instructions and other requirements specified in the documentation for such Developer Tools, or as otherwise provided by Square from time to time.

6. You are fully responsible for the security of data on your site and processed via Your Services. You agree that at all times you and Your Services will, at your effort and expense, be compliant with the Payment Card Industry Data Security Standard (PCI DSS),the Payment Application Data Security Standard (PA-DSS), as applicable, and all applicable laws bearing on data privacy and cybersecurity. At Square’s request, you will promptly provide us with documentation evidencing your compliance with PCI DSS, PA-DSS, and/or applicable law. You will use and access the Developer Tools in accordance with the documentation and instructions provided by Square and in no circumstances will you store, process or transmit any cardholder’s account number, expiration date, or CVV2 except as described in that documentation. Further, you may not disclose card information to any third party, other than in connection with processing card transaction requested by your customer under the Service and in a manner consistent with PCI DSS and applicable law.

7. You provide Square with a paid-up, royalty-free, revocable, worldwide, non-exclusive, non-transferable license to use Your Services for testing, review or other related purposes to ensure that Your Services comply with these Developer Terms. You may revoke this license at any time by providing written notice to us. If you revoke this license, your access to the Developer Tools and Content will immediately terminate.

8. If Your Service is provided at a fee to your customers, the fees you charge will be identified separately from the fees Square charges for its services.

9. If you are using the Developer Tools to access and use the Apple Pay Web APIs and Apple Pay Platform, you must first accept the Apple Pay Platform Web Merchant Terms and Conditions.

10. If you are using the Developer Tools to access and use the Google Pay API, you must first accept the Google Pay API Terms of Service.

11. You may use certain Square APIs to facilitate payment collection by Square from Square Sellers. Where available, Square APIs may be used to facilitate your collection of fees from Square Sellers. You are responsible for clearly and accurately describing the fees you collect from Square Sellers and obtaining all required consents in connection with those fees, and you will notify Square Sellers prior to making any changes to those fees. If you are utilizing Square APIs in order to charge fees to Square Sellers on a per-transaction basis, then you authorize Square to act as your agent for the limited purposes of holding, receiving, and disbursing payments, consisting of and/or sourced from such Square Sellers’ payment processing proceeds. You acknowledge and agree that Square does not act on your behalf or on the Square Sellers’ behalf as money transmitter or a money services business (as those terms are commonly construed under applicable law) or in any other similar capacity except as expressly provided in these Developer Terms. You acknowledge and agree that you will be solely responsible for collecting and remitting to any taxing authority any sales, value-added or similar taxes for Your Service, as well as resolving any disputes that may arise between you and any Square Seller who uses Your services.

2. Developer Tools Access Prohibitions

Don’t resell or sublicense our developer tools or content, and don’t create a service that does the same thing that we do.

You will not, nor will you permit another party to:

1. sell, rent, lease, sublicense, redistribute or syndicate access to the Developer Tools or to Content other than your own; or

2. create a Service that functions substantially the same as the Developer Tools or any Square service.

3. Content Prohibitions.

Don’t access or store a Square seller’s information unless that seller allows it. If allowed, don’t abuse your access, and be clear to the seller why and how you will be using their content. Delete and stop accessing content if the seller no longer wants your app to access their information.

You will not, nor will you permit another party, without the express consent of the Square Seller, to:

1. scrape, access, download, store, build databases or otherwise create permanent copies of any Square Seller’s Content, including Content related to or provided by any customer of any Square Seller;

2. copy, translate, modify, create derivative work of, sell, lease, sublicense, distribute or publicly display any of such Square Seller’s Content; or

3. make statements or represent yourself or Your Service as an agent of Square.

Additionally, you and Your Service will clearly identify its purpose to the Square Seller and not mislead or deceive Square Sellers with respect to the functionality Your Service performs on behalf of the Square Seller or to what Content Your Service may access, store, and manipulate.

If a Seller who uses your Application revokes your permission to access their Content (“Revoking Seller”), you agree to: a) immediately stop accessing the Revoking Seller Content, and b) delete any and all Revoking Seller Content from your systems. You further agree that Square has the right to audit your deletion of the Revoking Seller Content at any time, including after your Square account has been terminated.

4. Submission of Content

We have broad license rights over content you submit or display through our service. We will only use your content to provide our services and as allowed under our privacy notice. You agree that you have the rights needed to license us content you submit through our services.

Certain Developer Tools allow for the submission of Content, and except as expressly provided in these terms, Square does not acquire any ownership of any intellectual property rights that you or the Square Sellers hold in the Content that you submit using the Developer Tools. By submitting, posting or displaying content to or from the Developer Tools through Your Service, you give Square a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content. However, Square will only use such Content for the purpose of enabling Square to provide its services, the Developer Tools and only in accordance with the Privacy Notice and other applicable policies. You represent that, before you submit content via the Developer Tools and Your Service, you have the necessary rights (including any necessary rights from Square Sellers) to grant us the license.

5. Use of Square Marks

We own the Square logos and trademarks that we make available through our services, and you may use them on our terms. We may change our marks at any time and you must use current versions.

We may also periodically make available certain Square logos, trademarks, or other identifiers for your use as set forth in Built with Square (“Square Marks”). If we do so, you will use them subject to and in accordance with Square’s then current Built with Square and Square Trademark Terms. Square may limit or revoke your ability to use Square Marks at any time. All rights not provided in the Square Trademark Terms are expressly reserved by Square. We may change Square Marks from time to time. In the event that Square Marks or Square Trademarks Terms are changed, you will (a) use the current version of the Square Marks and (b) use Square Marks consistent with the then current Square Trademarks Terms.

6. Ownership. Feedback

We own all rights in our tools, marks, content and services. Square sellers retain rights to their content. You retain rights to your apps, websites, products or services that interact with our services.

We can freely use any feedback you give us at no charge.

1. You expressly acknowledge that Square or the Square Seller retains all worldwide right, title and interest in and to Content, including all intellectual property rights therein.

2. You also acknowledge that as between you and Square, Square owns all right, title and interest in and to the Developer Tools, Square Marks, and Square services (and any derivative works or enhancements thereof), including but not limited to all intellectual property rights therein. You agree not to do anything inconsistent with such ownership. Any rights not expressly granted herein are withheld.

3. Subject to section 1 above and this section 6, as between you and Square, you retain all worldwide right, title and interest in and to Your Service, including but not limited to all intellectual property rights therein.

4. You may provide Square with comments concerning Content or the Developer Tools or your evaluation and use thereof. You agree that Square and its designees will be free to copy, modify, create derivative works, publicly display, disclose, distribute, license and sublicense, incorporate, and otherwise use the feedback, including derivative works thereto, for any and all commercial and non-commercial purposes with no obligation of any kind to you.

7. Termination

We can terminate or refuse your access to the tools at any time, for any reason. We can also change or discontinue a certain tool or feature at any time. You can terminate these developer terms by deactivating your Square Account at any time.

We may terminate these Developer Terms, suspend or terminate your Square Account at any time for any reason. We may add or remove, suspend, stop, delete, discontinue or impose conditions on the Developer Tools or any feature or aspect of the Developer Tools. We will take reasonable steps to notify you of termination by email or at the next time you attempt to access your Square Account or the Developer Tools. You may also terminate these Developer Terms by deactivating your Square Account at any time.

If these Developer Terms or your Square account is terminated or suspended for any reason or no reason: (a) the license and any other rights granted under these Developer Terms and any other applicable terms will end, (b) we may (but have no obligation to) delete your information and account data stored on our servers, and (c) Square shall not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of your Developer Tools, or for deletion of your information or account data.

If your Square account is terminated or suspended, you agree to: a) continue to be bound by these Developer Terms, b) immediately stop using the Developer Tools; c) immediately stop accessing all Square seller Content; and d) delete all Square Seller Content from your systems. You further agree that Square has the right to audit your deletion of all Square Seller Content, including after your Square account has been terminated.

8. No Warranties

While we do our best to bring great products and services to our customers, we provide them as-is, without warranties. We are not responsible for any goods and services that you might buy or sell using Square’s services.

DEVELOPER TOOLS ARE PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY, WHETHER IT IS EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, SQUARE SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

SQUARE DOES NOT WARRANT OR GUARANTEE THAT THE DEVELOPER TOOLS ARE ACCURATE, RELIABLE OR CORRECT; THAT THE DEVELOPER TOOLS WILL MEET YOUR REQUIREMENTS; THAT THE DEVELOPER TOOLS WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE DEVELOPER TOOLS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE DEVELOPER TOOLS 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. Square does not have control of, or liability for, goods or services that are paid for using the Developer Tools.

9. Limitation of Liability

As described below, if something bad happens because of your use of our services, our liability is capped.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SQUARE 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 DEVELOPER TOOLS. IN ALL CASES, SQUARE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

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 DEVELOPER TOOLS OR YOUR SQUARE ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SQUARE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF THE DEVELOPER TOOLS OR CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE DEVELOPER TOOLS; (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 DEVELOPER TOOLS; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE DEVELOPER TOOLS 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 DEVELOPER TOOLS; AND/OR (VII) YOUR SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF SQUARE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY OR (B) $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.

10. Indemnity

If you do something that gets us sued or fined, you agree to cover our losses and damages.

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 these Developer Terms, including without limitation any violation of our policies; (b) your wrongful or improper use of the Developer Tools or Content; (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; or (e) any other party’s access and/or use of the Developer Tools with your unique name, password or other appropriate security code.

11. Modification of Terms

We may make updates to our terms or service at any time. By continuing to use our services after these updates, you will be agreeing to the revised terms.

We may amend these Developer Terms and the documentation and guidelines accompanying the applicable Developer Tools, at any time with notice that we deem to be reasonable in the circumstances, by posting the revised version on our website or communicating it to you through your Square account (each a “Revised Version”). The Revised Version will be effective as of the time it is posted, but will not apply retroactively. Your continued use of and access to the Developer Tools after the posting of a Revised Version constitutes your acceptance of such Revised Version. Any Dispute (as defined in Section 12) that arose before the changes will be governed by the terms of service in place when the Dispute arose.

12. Binding Individual Arbitration

This section provides details about how we will resolve disputes through the arbitration process.

“Disputes” are defined as any claim, controversy, or dispute between you and Square, its processors, suppliers or licensors (or their respective affiliates, agents, directors or employees), including any claims relating in any way to these Developer Terms or the Developer Tools or any other aspect of our relationship.

You and Square agree to arbitrate any and all Disputes by a neutral arbitrator who has the power to award the same individual damages and individual relief that a court can. ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ONLY BE ON A INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, REPRESENTATIVE ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST SQUARE. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision 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 (the “Arbitrator”) administered by the American Arbitration Association (www.adr.org) according to this provision and the applicable arbitration rules for that forum. The Arbitrator shall be responsible for determining all threshold arbitrability issues, including issues relating to whether the General Terms and/or Additional Terms (or any aspect thereof) are enforceable, unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. Subject to applicable jurisdictional requirements, you may elect to pursue your claims in your local small-claims court rather than through arbitration so long as your matter remains in small claims court and proceeds only on an individual (non-class or non-representative) basis. 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 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. While an arbitrator may award declaratory or injunctive relief, the Arbitrator may do so only with respect to the individual party seeking relief and only to the extent necessary to provide relief warranted by the individual party’s claim. An Arbitrator’s decision and judgment thereon will not have a precedential or collateral estoppel effect. Square will reimburse the arbitration fees due to the American Arbitration Association for individual arbitrations brought in accordance with this section for all claims totalling less than $10,000 unless the Arbitrator determines that your claims were frivolous. If you prevail on any claim for which you are legally entitled to attorney’s fees, you may seek to 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 as discussed above) 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.

13. Governing Law

Our relationship is governed by the laws of California, federal law, or both.

These Developer Terms and any Dispute will be governed by California law and/or applicable federal law (including the Federal Arbitration Act) without regard to its choice of law or conflicts of law principles.

14. Limitation on Time to Initiate a Dispute

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

15. Assignment

You may not transfer any rights you have under our terms of service to anyone else.

These Developer Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you and any attempted transfer or assignment will be null and void.

16. Other Provisions

These Developer Terms and any other applicable terms or policies, are a complete statement of the agreement between you and Square regarding the Developer Tools. If any provision of these Developer Terms is invalid or unenforceable under applicable law, then it will 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. These Developer Terms do not limit any rights that Square may have under trade secret, copyright, patent, or other laws. No waiver of any term of these Developer Terms shall be deemed a further or continuing waiver of such term or any other term.

17. Survival

Some terms of our agreement will still apply even after our relationship ends.

The following sections of these Developer Terms survive and remain in effect in accordance with their terms upon termination of this Agreement: 6 (Ownership. Feedback), 7 (Termination), 8 (No Warranties), 9 (Limitation of Liability), 10 (Indemnity), 12 (Binding Individual Arbitration), 13 (Governing Law), 14 (Limitation on Time to Initiate a Dispute), 15 (Assignment) and 16 (Other Provisions).