Square Referral Partner Program
Last updated: July 7, 2014
These Square Referral Partner Program terms (“Agreement”) constitute a legal agreement between you (“you,” “your”) and Square, Inc. (“Square,” “we,” “our” or “us”) governing your participation in the Square Referral Partner Program (the “Program”). Please read this Agreement carefully. By applying to or participating in the Program, you accept all of the terms of this Agreement.
1. Application and Participation in the Program
The Program enables participants to introduce Square’s products and services (the “Services”) to their customers, members or others and refer them to Square (“Prospects”). Square reserves the right in its sole discretion to accept or decline your application to participate in the Program and impose any conditions or limitations on your participation in the Program. You acknowledge that Square markets the Services directly and works with other partners to market the Square Services, and as such your participation in the Program is on a non-exclusive basis.
Square may offer Prospects incentives and benefits for signing up for the Services from time to time, the offer and nature of which shall be determined by Square at its sole discretion. Square reserves the right in its sole discretion to change or discontinue any incentives or benefits at any time and without notice to you.
1.3 Referral URL and Website
Square may provide you with a referral URL (“Referral URL”), which resolves to a Square website where Prospects may sign-up for the Services, for inclusion by you in your introductory communications and materials to Prospects (“Introductions”). You may include the Referral URL in Introductions solely to promote Square and the Services as authorized under this Agreement. You may not frame the Referral URL or website, include cookies or tracking devices, use worms, viruses or similar harmful or malicious programming routines in the Referral URL, or cause any doorway or other intermediary visual to open when Prospects click on the Referral URL.
You are solely responsible for your Introductions and all associated content. From time to time, Square may provide you with a Referral URL, trademarks, logos, and other distinctive brand features or materials for use in Introductions (“Square Materials”). You may include the Square Materials in Introductions solely to promote Square and the Services as authorized under this Agreement. Square reserves the right in its sole discretion, but shall not be under any obligation, to review and approve or reject your Introductions (and any changes thereto) or the use of Square Materials therein prior to your use thereof. Square’s approval of your Introductions will not relieve you from your sole responsibility therefore or your indemnification obligations under this Agreement.
2. No Referral Fees
Your participation in the Program is voluntary. Unless explicitly provided pursuant to separate written agreement signed by an authorized representative of Square, Square will not pay you any referral fee, commission or any compensation whatsoever in connection with your participation in the program or referral of Prospects. You are solely responsible for all costs and expenses incurred by you in connection with your participation in the Program and the performance of your obligations under this Agreement.
3.1 Square Materials
Square hereby grants you a non-exclusive, royalty-free, non-sublicensable, non-transferable, limited right and license during this Agreement to use, reproduce, publicly perform, publicly display, and distribute Square Materials provided by Square in Introductions solely to promote Square and the Services as authorized under this Agreement and in compliance with any guidelines provided to you. Except as specifically set forth herein, you have no right, title, license, or interest in the Square Materials. All goodwill related to Square and the Square Materials arising out of your use of the Square Materials will inure solely to the benefit of Square.
You hereby grants Square a non-exclusive, royalty-free, non-sublicensable, non-transferable, limited right and license to use, reproduce, publicly perform, publicly display, and distribute your name, trademarks, logos, and other distinctive brand features (“Partner Materials”) to promote your participation in the Program and in connection with Square’s promotion and marketing of the Services.
Your participation in the Program is voluntary and you may terminate your participation in the Program at any time by ceasing all Introductions and returning or destroying all Square Materials in your possession. Likewise, Square reserves the right in its sole discretion to suspend or terminate your participation in the Program for any reason or no reason whatsoever, including without limitation your breach of any representation, warrant or covenant of this Agreement at any time upon written notice to you. Upon any suspension or termination of your participation in the Program, you will immediately cease all Introductions, all rights and licenses granted under this Agreement will immediately cease and you will return or destroy all Square Materials in your possession. Sections 2 and 5 through 9 of this Agreement will survive any termination of this Agreement.
5. Representations and Warranties
You represent and warrant to and covenant with Square that:
You have all necessary power and authority to enter into this Agreement and perform your obligations hereunder, and the performance of your obligations hereunder will not require the consent of any third party, give rise to any conflict of interest, or constitute a breach or default under any agreement or obligation to which you are a party or by which you are bound;
5.2 Compliance with Laws
You will comply with all applicable federal, state and local laws, rules, and regulations, including without limitation those relating to advertising, marketing and privacy. You will be the sole sender of all email Introductions for purposes of the CAN-SPAM Act, and you agree to comply with all requirements thereof;
5.3 Third Party Rights
Neither the Introductions (excluding your authorized use of unmodified Square Materials) nor Square’s authorized use of any Partner Materials will infringe, violate, or misappropriate any third party’s intellectual property rights;
You will at all times conduct yourself in a manner that reflects favorably on Square and will not: (a) make or engage in any false, misleading or deceptive claims or practices with respect to the Services; (b) directly or indirectly offer, promise, or pay anything of value to Prospects, or engage in any behavior that is unethical or tarnishes Square’s brand, image or reputation, in connection with Introductions or the Services; (c) charge anyone anything for Introductions or enter into any agreement whatsoever with Prospects with respect to the Services; (d) or engage any subcontractors or agents make Introductions or fulfill your obligations under this Agreement.
5.5 Prohibited Businesses
You will not send Introductions to Prospects whose use of the Services would be prohibited under Section 6 of the Square Seller Agreement.
You will defend (through legal counsel approved in writing by Square), indemnify, and hold harmless Square and its affiliates, officers, directors, employees, contractors, and agents from and against any and all third party claims, actions, investigations, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from: (a) your operation of your business and the Introductions; (b) your breach of any representation, warranty or covenant of Agreement; (c) your acts or omissions; or (d) Square’s authorized use of any Partner Materials. You will not settle or consent to the entry of a judgment with respect to any claim without the prior written approval of Square.
7. Disclaimers; Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SQUARE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, WITH RESPECT TO THE SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SQUARE MAKES NO WARRANTY THAT ANY REFERRAL URLS, SQUARE WEBSITES OR THE SERVICES WILL OPERATE ERROR-FREE OR WITHOUT INTERRUPTION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (A) SQUARE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. SQUARE’S TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED ONE HUNDRED DOLLARS (US$100.00). THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, STATUTE, OR ANY OTHER BASIS AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. Confidential Information
You will use Confidential Information solely for purposes of performing your obligations under this Agreement, where “Confidential Information” means all information and material of Square to which you have access hereunder. Confidential Information does not include information that: (a) was known to you without restriction before receipt, as demonstrated by files in existence before receipt, of that information from Square or otherwise in connection with this Agreement; (b) is publicly available through no fault of yours; (c) becomes known to you from a source other than the Square without breach of an agreement and without violation of the Square’s rights; or (d) is independently developed by you without any use of Confidential Information, as demonstrated by files in existence at the time you independently developed that information. You will ensure that you employees, contractors, and advisors who have access to Confidential Information are limited to those with a need to know such Confidential Information in order for you to perform your obligations under this Agreement and have signed or are bound by confidentiality agreements or obligations at least as protective of the Confidential Information as those contained herein. You will not disclose or make Confidential Information available to any third party, except as specifically authorized by Square in writing. You may disclose Confidential Information when compelled to do so by law if you provide reasonable prior notice to the Square. Upon expiration or termination of this Agreement, or at any time upon written request, you will promptly return all Confidential Information and copies, or certify in writing that you have destroyed all such materials. In addition, you will not publicize any aspect of this Agreement or your participation in the Program without Square’s prior writing consent.
You may not assign or transfer your rights or obligations under this Agreement or participation in the Program, whether by operation of law or otherwise, and any attempt to do will be null and void. The relationship between you and Square established by this Agreement is that of independent contractors, and nothing contained in this Agreement is intended to create any partnership, joint venture, agency or similar relationship between you and Square. All notices from you to Square will be in writing and addressed to: Square, Inc., 1455 Market Street, Suite 600, San Francisco, CA 94103, USA, Attn: Legal and will sent by personal or overnight courier and deemed given when verified by written confirmation of delivery. Notices from Square to you may be sent to the email or physical address provided in your application and will be deemed given when verified by electronic log or written confirmation of delivery. Square’s failure to enforce any provision will not constitute a waiver. If any provision of this Agreement is found unenforceable, the balance of this Agreement will remain in full force and effect. This Agreement is governed by the laws of the State of California, excluding California’s choice of law principles. For any dispute arising out of or relating to this Agreement, you consent to personal jurisdiction in, and the exclusive venue of, the courts in San Francisco, California. This Agreement between you and Square and supersedes any prior or contemporaneous agreements or understandings relating to subject matter hereof. Square may amend this Agreement or change or discontinue the Program at any time with notice to you that Square in its sole discretion deems reasonable, including posting on Square’s website. No other amendment, modification or waiver of this Agreement will be binding upon Square unless explicitly provided pursuant to separate written agreement signed by an authorized representative of Square.