Square Installment Sale Agreement
Last updated: December 4, 2015
This Installment Sale Agreement (this “Agreement”) is a legal agreement between the business identified in your Square Account (“Seller,” and together with you, “you” or “your”) and Square, Inc. (“Square,” “we,” “our,” or “us”). You can choose to purchase hardware and accessories (“Hardware”) from the Square Store for a one time payment in the amount of the sale price or through installment payments over a period of time (an “Installment Sale”). By choosing to purchase Hardware through an Installment Sale and confirming your purchase, you agree to the terms of and enter into this Agreement. You represent and warrant to us that you are authorized to enter into this Agreement on the Seller’s behalf and that the Seller accepts the terms of this Agreement.
1. Square Account
You must have agreed to our Square Seller Agreement and have an account with Square (a “Square Account”) to purchase Hardware. You must continue to use your Square Account to process payments during the Term (defined below) of this Agreement sufficient to cover your Monthly Payments (defined below). During Square Account 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 also keep the information that you provide up-to-date in your Square Account. The Hardware 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.
In connection with your confirmed order of Hardware from the Square Store (your “Order”), we may review the information that you submit, existing information on file with us, and your Square Account and transaction history. You also authorize us to request identity verifying information about you.You represent and warrant to us that you are at least eighteen (18) years of age, the information in your Order is accurate and complete, and you will not use the Hardware in violation of this Agreement, our Seller Agreement, or our Sales and Return Policy. We may decline your Order or terminate this Agreement at any time prior to your receipt of the Hardware if it is determined that you fail to meet our eligibility requirements.
3. Monthly Payments
You agree to pay us or our assignee the full amount of monthly payments (each, a “Monthly Payment,” and together, “Monthly Payments”) shown in your Order in U.S. funds in the manner and according to the payment schedule shown in your Order. Your Monthly Payments include any applicable shipping costs and taxes. You authorize us to collect your Monthly Payments (as well as any other amounts owed by you to us under this Agreement) at our discretion by deduction or debit from the balance in your Square Account or your linked bank account. Your Monthly Payments are only for the Hardware and are separate from the fees listed on our Fee Schedule payable by you for use of Square’s card processing or other services. Unless otherwise provided in your Order or in a notice from us, your first Monthly Payment will be due at the time of your Order. We reserve the right to decline your Order if your first Monthly Payment is not received by us at that time. Your Square Account will show each Monthly Payment made until you have made all Monthly Payments due under this Agreement. If your Monthly Payment is not received in full within ten (10) days after it is due, in addition to our other rights hereunder, we may assess you a late charge of ten dollars ($10) in each case, plus interest on all amounts owed by you at a rate not to exceed the lesser of one percent (1%) per month or the highest rate permitted by law. Any attempt by you to receive card processing proceeds through multiple Square Accounts will entitle us to consider any such Square Accounts part of your Square Account under this Agreement. We may, at our option, provide you with notice that additional Square Accounts are now considered part of your Square Account under this Agreement. This Agreement will continue in effect until you’ve fulfilled all of your obligations hereunder, unless terminated earlier as provided in this Agreement (the “Term”).
4. Risk of Loss and Security Interest
You bear the entire risk of loss, theft, or damage to the Hardware from any cause during the Term of this Agreement. Even if the Hardware is lost, stolen, or damaged, you remain obligated for the full amount of Monthly Payments. Neither your Monthly Payments nor this Agreement provide you with any insurance on the Hardware. You should obtain insurance covering the Hardware from the insurance company of your choice. To the extent permitted by applicable law, you grant us a security interest in the Hardware, all money or goods received for the Hardware, and all proceeds from insurance on the Hardware in order to secure your Monthly Payments and other obligations under this Agreement. You will not allow any other security interest to be placed on the Hardware without our prior written consent.
Our Sales and Return Policy applies to your purchase of the Hardware. If you are not fully satisfied with your purchase, you may return the Hardware within thirty (30) days of delivery so long as all Hardware is in its original condition and packaging and you enclose the original packaging slip. If you have already made your first Monthly Payment, we will refund that Monthly Payment, Installment Cost and cover the cost of return shipping. You must return all products, cords, cables, parts and documentation that were included with the original package received by you. Refunds will be credited to your Square Account balance, deposited in the bank account linked to your Square Account, or sent to you by another method determined by us. If you return the Hardware within the timeframe and as required hereunder, this Agreement will be terminated as of the date Square receives the Hardware. If you fail to return the Hardware within the timeframe and as required hereunder, this Agreement will remain in effect and you will continue to be liable for all Monthly Payments and other obligations under this Agreement.
You may prepay all, but not less than all, of your remaining Monthly Payments under this Agreement at any time. This Agreement and any security interest in the Hardware arising hereunder will be terminated as of the date Square receives your prepayment in full. If at any time you desire to prepay all of the remaining Monthly Payments under this Agreement, please contact us and we will provide you with your prepayment amount and instructions.
During the Term of this Agreement, we provide a warranty against manufacturing defects of Hardware covered by your Order. We will replace or repair your defective Hardware, at our sole discretion, at no cost to you. However, you must return the defective Hardware to us at the designated address and in the designated box, with all accessories, cords, cables, parts and documentation included, within fourteen (14) days of receiving your replacement Hardware. You will be asked to provide a payment card number to us when you initiate a warranty based return. In the event you fail to return your defective Hardware pursuant to the process and time frame specified by us, we will, at our discretion, either deduct or debit the sale price of the replacement Hardware from your Square Account balance or your linked bank account or charge the card you provided when you initiated your warranty based return.
8. Your Privacy; Disclosures and Notices
9. Default and Remedies
If you Default (defined below), we may demand that you pay the full amount of all of your remaining unpaid Monthly Payments under this Agreement at once, plus any late charges, interest and reasonable costs to collect what you owe (including attorneys’ fees and collection agency fees and costs) because of your Default. We may collect all amounts owed by you to us as a result of your Default at our discretion by deduction or debit from your Square Account balance or your linked bank account. “Default” means: (a) you fail to make any Monthly Payment within ten (10) days after it is due; (b) you provide false, incomplete, or misleading information in your Order; (c) you fail to have a valid bank account linked to your Square Account; (d) you have insufficient funds in both your Square Account and linked bank account to pay your Monthly Payment; (e) you cease processing card transactions with Square or you or we terminate or suspend your Square Account for any reason; (f) you start a proceeding in bankruptcy or one is started against you or your property; or (g) you breach any representation, warranty, or covenant in this Agreement. If you Default and fail to pay all Monthly Payments and other amounts still owing within seven (7) days of our notice of Default, we may also take (repossess) the Hardware from you where permitted by law. Following a Default, Square may terminate this Agreement upon written notice to you and/or terminate or suspend your Square Account. You agree that we may use any electronic tracking device in the Hardware to find the Hardware. We will not be liable to you for compensation, reimbursement, or damages in connection with any termination or suspension of your Square Account or exercise of our remedies under this Agreement.
10. Limitation of Liability
EXCEPT AS PROVIDED IN SECTION 7 (WARRANTY), SQUARE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE HARDWARE 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 THE HARDWARE OR ANY AMOUNT IN EXCESS OF THE TOTAL MONTHLY PAYMENTS PAID BY YOU FOR THE HARDWARE THAT GIVES RISE TO ANY CLAIM. THE LIMITATION OF LIABILITY AND DAMAGES DISCLAIMER IN YOUR SELLER AGREEMENT, AS AMENDED FROM TIME TO TIME, IS INCORPORATED INTO AND MADE A PART OF THIS AGREEMENT BY THIS REFERENCE. YOU AGREE NOT ASSERT AGAINST ANY ASSIGNEE OR SUBSEQUENT HOLDER OF THIS AGREEMENT ANY CLAIMS OR DEFENSES THAT YOU MAY HAVE AGAINST SQUARE, OR AGAINST THE MANUFACTURERS OF THE HARDWARE PURCHASED UNDER THIS AGREEMENT.
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 any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement.
12. Disputes and Binding Individual Arbitration; Limitation on Time to Initiate a Dispute
If a dispute of any kind arises in connection with this Agreement, 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. YOU AND SQUARE AGREE TO ARBITRATE ALL DISPUTES OF ANY KIND IN CONNECTION WITH THIS AGREEMENT PURSUANT TO THE BINDING INDIVIDUAL ARBITRATION CLAUSE IN YOUR SELLER AGREEMENT, AS AMENDED FROM TIME TO TIME, WHICH IS INCORPORATED INTO AND MADE A PART OF THIS AGREEMENT BY THIS REFERENCE. THE ARBITRATION CLAUSE REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN A JURY TRIAL OR CLASS ACTION. YOU SHOULD READ THE ARBITRATION CLAUSE CAREFULLY BEFORE ENTERING INTO THIS AGREEMENT. Unless otherwise required by law, an action or proceeding by you relating to any dispute in connection with this Agreement must commence within one year after the cause of action accrues.
13. Other Provisions
You may not transfer or assign this Agreement, or any interest in this Agreement, or sell, transfer or lease the Hardware during the Term of this Agreement, without our prior written consent. We may assign this Agreement or our rights hereunder without restriction. 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. Our 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. 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. Sections 8 (Your Privacy; Disclosures and Notices) through 13 (Other Provisions) of this Agreement will survive any expiration or termination of this Agreement, in addition to any other provisions that are reasonably necessary to accomplish or enforce the purpose of this Agreement.