Square Team Terms of Service
Last updated: September 21, 2021
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This page explains our terms for services that related to your use of the Team App. By using the services, you agree to these terms. This agreement is divided into three parts. Please read each part carefully.
The Square Team Terms of Service (“Team Terms”) is a legal agreement between you (“you,” “your”) and Square, Inc. (“we,” “our” or “us”) governing your Team Account (the “Services”) as a current or former employee or independent contractor of one or more Square Sellers (your “Employer”, or if your Employer uses Square Payroll, your “Payor”) that are subscribed to Team Management and/or Square Payroll.
By using the Services, you agree to be bound by these Team Terms, the E-Sign Consent Terms, and the Privacy Notice for Square Sellers’ Employees. To use the Services, you must accept all of the terms of this Agreement.
Part One: Your Team Account
This section explains the terms that govern your Team Account and your use of Square Team App.
1. Description of Service
On behalf of your Employer and at no cost to you, Square provides the Services with features such as mobile access to your timecards, schedule, employee data, and estimated weekly wages based on data provided to Square by your Employer. If your Employer uses Square Payroll, additional features are available for you, as described in Part Two of this Agreement.
Access to the Services is provided to you on behalf of your Employer. Your access to the Services may be limited at your Employer’s discretion.
2. Your Team Account
To use the Services, you must create an account with Square (your “Team Account”) by clicking on the link sent to you by your Employer (or by Square on your Employer’s behalf) and registering your email address and a password.
3. Our Relationship to You
You acknowledge that your use of these Services does not create any employment, independent contractor, or third-party beneficiary relationship between you and Square. By using the Services, you acknowledge that your Employer is solely responsible for the accurate calculation and disbursement of your wages. As it concerns the Services, Square shall not be responsible for verifying, and disclaims any and all liability as to, the accuracy, timeliness, and completeness of any personal, wage, timecards or any other information you or your Employer provides or directly inputs via the Services.
You consent to accept and receive communications from us, including email, text messages, calls, and push notifications to the email address and/or the cellular telephone number you or your Employer provide to us when you sign up for the Services. Such communications may include, but are not limited to requests for secondary authentication, reminders, notifications regarding updates to your account or account support, and marketing or commercial communications. You acknowledge that you are not required to consent to receive promotional texts or calls as a condition of using the Services. Call and text message communications may be generated by automatic telephone dialing systems. Standard message and data rates applied by your cell phone carrier may apply to the text messages we send you.
You may opt-out of receiving promotional email communications we send to you by following the unsubscribe options on such emails. You may opt out of any promotional phone calls by informing the caller that you would not like to receive future promotional calls. You may opt-out of text messages from Square by replying STOP. You acknowledge that opting out of receiving communications may impact your use of the Services.
5. Information about Estimated Pay
Any estimated pay calculations provided through Square Team App are provided merely as a convenience for you and should not be relied upon in making financial commitments. This amount may not reflect your actual pay, and is not a promise or guarantee as to any pay that you may be owed. The estimated pay is an estimate of your regular gross earnings based upon information entered by you and your employer and does not reflect withholdings, deductions, taxes, and may not include overtime, tips, commissions, bonuses, incentive pay, or other pay. Square disclaims any and all liability as to the accuracy, completeness, or method of calculation of any estimated pay data provided to you through the Services.
6. Termination of Employment with your Employer
If you are terminated by or discontinue your employment with your Employer, you may still access Square Team App and certain historical data within it for a limited purpose, including but not limited to, historical timecard data, personal information that you or your Employer has provided to Square on your behalf, and (if your Employer uses Square Payroll to pay your wages) historical timecards, paystubs, and tax forms. Square is under no obligation to make this data available to you for any specific period of time, and may remove your data from Square Team App for any reason within its sole discretion.
Part Two: Your Payroll Account
This section provides additional terms, which also apply to you if your Employer uses Square Payroll.
7. Description of Service
If your Employer uses Square Payroll, the Services also allow you to access and update certain work-related information and documents made available to you by your Square Payor. This includes certain work-related information and certain elections used by your Payor to process payroll. Square offers these Services on behalf of your Payor to pay you, provide employee benefits, and track your hours.
8. Your Information
Your information, such as Form W-4 or Form W-9 information, must be entered accurately so that your Payor can withhold the correct tax amounts from your pay. You are responsible for updating your information when your personal or financial situation changes. We will not be responsible for inaccurate tax withholdings due to incorrect or outdated information. You acknowledge and agree that it is your responsibility to submit accurate and complete information to your Payor through the Services. You further acknowledge and understand that we are not providing any legal, employment, or tax advice by providing the Services.
9. Payroll Transfers
You authorize us to make electronic payments to your linked U.S. bank or other depository account or linked Cash App account and to make electronic debits of your linked U.S. bank or other depository account and your linked Cash App account to correct erroneous credits. This authorization will remain in effect until you notify us that you wish to cancel this authorization by contacting Square Support. You understand that it may take up to three (3) pay periods to cancel this authorization. You also agree to be bound by any applicable rules of the National Automated Clearing House Association.
10. On Demand Features
These terms govern your use of Square’s services providing on-demand access to funds that are equivalent to a portion of your earnings via On Demand Pay and Instant Deposit, as they may be made available. By using these services, you agree to these terms.
Square will determine if and when On Demand Pay and/or Instant Deposit (“On Demand Feature(s)” or “On Demand Service(s)”) are made available to you in its sole discretion. If and when an On Demand Feature is made available to you, you may choose to use it at your sole discretion. As part of the on-demand feature, Square will use its funds to transfer an amount equal to a certain portion of your earned net earnings (“Transfer Amount”). Square will determine the amount of funds available for transfer to you (“the Transfer Amount”) and any limits on the Transfer Amount in its sole discretion. Depending on where your employer’s place of business is located, Square may offer you one or both of two versions of these On Demand Services, as described below, or none.
On Demand Pay
As part of On Demand Pay, Square will use its funds to transfer an amount equal to a certain portion of your net earnings to Cash App or to a debit card or bank account of your choice between pay periods.
On-demand transfer to Cash App
You may request that Square route the Transfer Amount instantly to your linked Cash App account for no service fee. You can immediately spend funds transferred to your Cash App Account through Card Card, a Visa branded debit card that is offered to Cash App customers. Your use of Cash App and Cash Card are subject to the respective Terms and Conditions that govern those products.
On-demand transfer to debit card or bank account
Alternatively, you may request that Square route the Transfer Amount to your linked debit card or bank account for a fee of 1% of the Transfer Amount (your debit card and bank account must be issued by a U.S. financial institution). This fee will be paid to Square for providing On Demand Pay, and Square may modify the fee at any time within its sole discretion. The fee amount and the Transfer Amount will be displayed to you prior to your confirmation of the transfer.
If you use On Demand Pay, the Transfer Amount and the fee will be deducted from the net pay of your next paycheck. In certain states, the fee may be debited from your linked debit card or bank account after your paycheck is depositied. If your next paycheck does not have sufficient funds to pay the fee and remit the Transfer Amount, the Transfer Amount, or a portion thereof, will be deducted from subsequent paychecks as necessary.
As part of the Instant Deposit feature, after your employer has run payroll, Square may offer you the option to transfer your net earnings to Cash App or to a debit card of your choice.
Instant Deposit transfer to Cash App
You may request that we route the Transfer Amount instantly to your linked Cash App account for free. You can immediately spend funds transferred to your Cash App Account through Card Card, a Visa branded debit card that is offered to Cash App customers. Your use of Cash App and Cash Card are subject to the respective Terms and Conditions that govern those products.
Instant Deposit transfer to debit card
Alternatively, you may request that Square route the Transfer Amount to your linked debit card for a service fee of 1% of the Transfer Amount (your debit card must be issued by a U.S. financial institution). This fee will be paid to Square for providing Instant Deposit and Square may modify the fee at any time within its sole discretion. The fee amount and the Transfer Amount will be displayed to you prior to your confirmation of the transfer.
Additional On Demand Services Terms
By using Square’s On Demand Features, you agree that no employment, independent contractor, or third party-beneficiary relationship is created between you and Square. You must affirmatively opt into each of the On Demand Features each time you would like to use them – i.e., your election will not be carried forward automatically to any future transfers. Your use of the On Demand Features is completely optional, and, if you elect not to use them, the full amount of your net earnings will be transferred to your account on your payday at no cost to you.
Square provides the On Demand Features in its capacity as your employer’s agent for the limited purpose of providing payroll services and the On Demand Features. Neither Square nor your employer is lending you money, nor are you selling or assigning Square the right to your earnings.
The On Demand Features may rely on timecard data or other information provided by you. You represent and warrant that all data and information you provide to us is accurate, complete, and timely. If you provide inaccurate, incomplete, or untimely data we may recover from any amounts received or deposited pursuant to these services.
Square may suspend or cancel either or both of the On Demand Features at any time in its sole discretion. Square may restrict, reject or suspend your use of either or both of the On Demand Features, at any time in its sole discretion.
You acknowledge that your use of the On Demand Features may be visible to your Employer.
Part Three: Additional Legal Terms
This section contains additional legal terms, including provisions that limit our liability to you and require individual arbitration for any potential legal dispute.
Upon acceptance of this Agreement, you confirm that you have read, understood and accepted Square’s Privacy Notice for Sellers’ Employees.
12. Revisions, 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 the Services to you electronically by posting it on our website, or by emailing it to the email address listed in your Team Account or that you otherwise provided to Square. 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 Team account.
We may amend the Terms at any time with notice that we deem to be reasonable under the circumstances, by posting the revised version on our website or communicating it to you through the Services (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 the Services after the posting of a Revised Version constitutes your acceptance of such Revised Version. Any dispute that arose before the changes will be governed by the Terms in place when the dispute arose.
13. Your License
Square grants you a personal, royalty-free, limited, non-exclusive, revocable, non-sublicensable, non-transferable license to electronically access and use the Services solely as contemplated in Parts 1 and 2, 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; (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.
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.
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.
If your Team 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.
17. Suspension or Termination by Us
We may terminate this Agreement, or we or your Employer may suspend or close your Team Account for any reason or no reason at any time upon notice to you. We may also suspend the Services and access to your Team 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.
18. 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.
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; (b) your wrongful or improper use of the Services; (c) any transaction information by you through the Services; (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.
20. Representation and Warranties
You represent and warrant to us that: (a) you are eligible to register and use the Services and have the right, power, and ability to enter into and perform under this Agreement; (b) the name identified by you when you registered is your name; (c) 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; and (d) your use of the Services will be in compliance with this Agreement.
21. No Warranties
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SQUARE OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, SQUARE, ITS PROCESSORS, ITS PROVIDERS, ITS LICENSORS (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) DO NOT WARRANT THAT THE SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. SQUARE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE 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.
22. Limitations of Liability and Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SQUARE, ITS PROCESSORS, ITS SUPPLIERS, OR ITS LICENSORS (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. 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 SERVICE OR YOUR SQUARE ACCOUNT, OR THE INFORMATION CONTAINED THEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SQUARE, ITS PROCESSORS, ITS SUPPLIERS, AND ITS LICENSORS (AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF 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 SERVICE 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 SERVICE; AND/OR (VII) SELLER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL SQUARE, ITS PROCESSORS, AGENTS, SUPPLIERS, OR LICENSORS (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING $500.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF SQUARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
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.
When you see the word “Dispute” in these terms, here’s what it means.
“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), whether arising before or during the effective period of these Terms, and including any claim, controversy, or dispute based on any conduct of you or Square that occurred before the effective date of these Terms, including any claims relating in any way to these Terms or the Services, or any other aspect of our relationship.
24. Binding Individual Arbitration
This section provides details about how we will resolve disputes through the arbitration process.
General. You and Square agree that any and all Disputes, except those that are resolved informally or brought in a small claims court, will be arbitrated 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 ONLY BE ON AN 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 will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration).
Pre-Filing Requirements to Attempt to Resolve Disputes. Before an arbitration is commenced, you or Square agree to attempt to avoid the costs of formal dispute resolution by giving each other a full and fair opportunity to address and resolve a Dispute informally. Both parties recognize that this is an important requirement, and that breach of this requirement would be a material breach of the Terms. To provide this opportunity, before commencing any arbitration or suit, each party agrees to send to the other party a written Notice (“Notice”). Any Notice to Square should be sent by mail to Square, Inc., Attn: Arbitration Provision, PO Box 427069, San Francisco, CA 94142. Any Notice sent to you will be sent to the address on file for your account. The Notice must: (i) include your name and account number; (ii) provide detailed information sufficient to evaluate the merits of the claiming party’s individualized claim and for the other party to determine if an amicable resolution is possible; and (iii) set forth the specific relief sought, including whatever amount of money is demanded and the means by which the demanding party calculated the claimed damages. Both parties agree that they will attempt to resolve a dispute through an informal negotiation within sixty (60) days from the date the Notice is sent. After that sixty (60) day period and not before, either party may elect, in writing sent to the other party, that it will pursue the matter either through small claims court or arbitration. The party receiving the notice shall then have seven (7) days to respond, including to elect for the case to be heard by a small claims court with jurisdiction. If either party elects small claims court, the dispute will be resolved in that forum and not through arbitration. Each party agrees that state courts in the City and County of San Francisco, California, or federal court for the Northern District of California, referenced below, may enter injunctive relief to enforce the pre-filing requirements of this paragraph, including an injunction to stay an arbitration that has been commenced in violation of this paragraph.
Scope of Arbitration. If we are not able to resolve the Dispute by informal negotiation or in a small claims court, all Disputes will be resolved finally and exclusively by binding individual arbitration with a single arbitrator (the “Arbitrator”) administered by the American Arbitration Association (https://www.adr.org) according to this Section and the Consumer Arbitration Rules through the Procedures for the Resolution of Disputes through Document Submission (the “Desk/Documents Only” arbitration) (the “AAA Rules”), including Rule D-3(b), except you and Square will have the right to file early or summary dispositive motions and so long as the claim is arbitrable under the AAA Rules. Except as set forth above and for disputes subject to jurisdiction in small claims court, 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.
Small Claims Court. Subject to applicable jurisdictional requirements, either party may elect to pursue a Dispute in a local small-claims court rather than through arbitration so long as the matter remains in small claims court and proceeds only on an individual basis. If a party has already submitted an arbitration demand to the AAA but before an arbitrator has been selected, the other party can send a written notice to the opposing party that it wants the Dispute decided by a small claims court. After receiving this notice and consistent with Consumer Rule 9, the AAA will administratively close the case.
Arbitration Procedures. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, including its procedural provisions, fully applies. So long as it is consistent with the AAA Rules, including Rule D-3(b), the arbitration shall occur through the submission of documents to one arbitrator. To the extent any in-person arbitration hearing is required, the hearing will take place as close to your hometown as practicable. The Arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Square values your privacy, particularly with respect to your financial transactions and data. Each of the parties shall maintain the confidential nature of the arbitration and shall not (without the prior written consent of the other party) disclose to any third party the fact, existence, content, award, or other result of the arbitration, except as may be necessary to enforce, enter, or challenge such award in a court of competent jurisdiction or as otherwise required by applicable law. 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. The Arbitrator’s decision and judgment thereon will not have a precedential or collateral estoppel effect.
Arbitration Fees. In accordance with the AAA Rules, the party initiating the arbitration (either you or us) is responsible for paying the applicable filing fee. For purposes of this arbitration provision, references to you and Square also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of Square services.
Opt Out. You may reject this provision, in which case only a court may be used to resolve any Dispute. To reject this provision, you must send us an opt-out notice (the “Opt Out”) within thirty (30) days after you create a Square account or we first provide you with the right to reject this provision. The Opt Out must be mailed to Square, Inc., Attn: Arbitration Provision, PO Box 427069, San Francisco, CA 94142. For your convenience, we are providing an opt out notice form [https://squareup.com/us/en/legal/general/seller-opt-out] you must fill in to Opt Out. You must complete this form by providing your name, address, phone number and the email address(es) you used to sign up and use the Services. This is the only way of opting out of this provision. Opting out will not affect any other aspect of the General Terms, Additional Terms, or the Services, and will have no effect on any other or future agreements you may reach to arbitrate with us.
Court Proceedings. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions 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.
25. Governing Law
Our relationship is governed by the laws of California, federal law, or both.
These General Terms and any Dispute will be governed by the Federal Arbitration Act, as set forth above, and by California law and/or applicable federal law without regard to its choice of law or conflicts of law principles.
26. 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.
27. 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.
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.
29. Third Party Services and Links to Other Websites
30. Other Provisions
Except as expressly provided in this Agreement, these terms are a complete statement of the agreement between you and Square, and they describe the entire liability of Square and its vendors and suppliers (including processors) and your exclusive remedy with respect to your access and use of 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.
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: 3 (Our Relationship to You), 6 (Termination of Employment with your Employer), 14 (Ownership), 15 (Security), 16 (Termination), 17 (Suspension or Termination by Us), 18 (Effect of Termination), 19 (Indemnity), 20 (Representations and Warranties), 21 (No Warranties), 22 (Limitation of Liability and Damages), 23 (Disputes), 24 (Binding Individual Arbitration), 25 (Governing Law), 26 (Limitation on Time to Initiate a Dispute), 27 (Right to Amend), 28 (Assignment), 29 (Third Party Services and Links to other Websites), 30 (Other Provisions).
Notice to California On Demand Pay Customers
The Department of Financial Protection and Innovation does not offer a license for earned wage access products so On Demand Pay is not currently licensed. Square maintains Department of Financial Protection and Innovation licenses for certain of our other products in keeping with the Department’s requirements. We acknowledge that the Department does not supervise, approve or endorse On Demand Pay or any other earned wage access product and will only make truthful representations concerning the Department’s status regarding these matters. If the Department does decide in the future to license Square, and/or require Square to make modifications to its EWA product agreement, such developments may have no adverse impact on your then-existing obligations under this agreement. You are invited to share any comments and concerns about Square or our products and practices with the Department of Financial Protection and Innovation at (866) 275-2677 (toll-free) or at the following URL https://dfpi.ca.gov/file-a-complaint/.