General

ACUERDO DE PRÉSTAMO

This Loan Agreement (“Agreement”) is a contract between Merchant, Celtic Bank Corporation, Square Capital, LLC, and Square, Inc. and is entered into on the Loan Acceptance Date set forth above.

Definitions.

a. “Accepted Cards” means all US-issued or widely accepted non-US issued credit, debit, prepaid, or gift cards with a card network logo, or such other payment method deemed acceptable to Square, Inc.

b. “Applicant” means the individual executing this Agreement who has the legal capacity and all necessary authority to bind Merchant to this Agreement.

c. “Bank” means Celtic Bank Corporation, including its agents and assignees, as the originator and issuer of Your loan.

d. “Governmental Authority” means any federal, state, local, foreign or other court, governmental department, commission, board, bureau, agency or instrumentality.

e. “Linked Bank Account(s)” means any valid U.S. bank, debit card, or other transaction account used for business purpose You have linked to Your Square Account.

f. “Loan Acceptance Date” means the date You enter into this Agreement, and is set forth in the summary box above.

g. “Loan Amount” is the dollar amount of funds extended to You by Bank, in the amount specified in the summary box above.

h. “Loan Balance” is the total amount that You are obligated to repay and is equal to the sum of the Loan Amount and the Total Borrowing Cost specified in the summary box above.

i. “Loan Maturity Date” means the date, as specified in the summary box above, on which the outstanding Loan Balance is due and payable in full.

j. “Location ID” means a unique identifier established with Square, Inc.

k. “Merchant”, “You” or “Your” means the business identified by the Legal Business Name, which may be further identified by the “Doing Business As” name above, as related to a specific location and/or Square Account, as applicable.

l. “Minimum Payment Amount” means the amount specified in the summary box above and is payable by the end of each sixty (60) day period beginning on the Origination Date.

m. “Net Deposit Amount” means the net amount available and deposited to the Linked Bank Account after deductions of the Prior Loan Balance (if applicable) from your Loan Amount and is specified in the summary box above.

n. “Origination Date” means the date the Net Deposit Amount specified in the summary box above is approved to be disbursed to your Linked Bank Account.

o. “Parties” means, collectively, Merchant, Bank, Square Capital, and Square, Inc.

p. “Prior Loan Balance” means the amount in the summary box above deducted from the Loan Amount to satisfy an existing prior loan or other amount due, with respect to the Square Account associated with this Agreement, through the Square Capital Program.

q. “Receivables” means the total amounts owed to the Merchant resulting from the sales of goods and/or services through Accepted Cards in the ordinary course of Merchant’s business.

r. “Repayment Rate” means the percentage of Receivables generated by Merchant, as set forth in the summary box above that will be debited from Your gross payment card processing amount each day You process payments pursuant to the Seller Agreement and will continue to be applied to Your Loan Balance until such Loan Balance is paid in full.

s. “Repayment Start Date” means the date Your repayment obligations begin and is specified in the summary box above.

t. “Square Account” means, collectively, all Merchant accounts with Square, Inc. that are identified with or used by Merchant in connection with the Location ID set forth in the summary box above, including any other accounts added or linked from time to time. Merchant may have multiple Square Accounts and such accounts may have separate loans through the Square Capital program.

u. “Square Capital” means Square Capital, LLC, a subsidiary of Square, Inc., and the servicer of Your loan, as agent on behalf of Bank and otherwise as agent of Bank.

v. “Square, Inc.” means the processor of Your payment card transactions as described in the Square General Terms of Service and any applicable Additional Terms, as may be amended from time to time (the “Seller Agreement”).

w. “Total Borrowing Cost” means the one time flat fee assessed by Bank for entering into this Agreement, in the amount specified in the summary box above.
Information About Your Loan.

a. Extension of Credit. Bank is extending to You the Loan Amount and, in exchange, You agree as follows:

i. Business Purpose. You acknowledge and agree that funds received under this Agreement are for business purposes only and will not be used for personal, family or household purposes. You understand that You are not receiving a consumer loan, and that statutory and regulatory protections for consumers will not apply to Your loan. You also understand that Bank may not confirm whether the use of any funds provided conforms to this section. You agree that a breach of this section will not affect Bank’s right to (a) enforce Your promise to pay all amounts owed under this Agreement, regardless of the purpose for which the funds are in fact obtained, or (b) use any remedy legally available to Bank, even if that remedy would not have been available had the funds been provided for consumer purposes.

ii. Obligation to Repay. You agree (a) to repay the Minimum Payment Amount on each Minimum Payment Due date and (b) to repay the Loan Balance in full by the Loan Maturity Date. While You have an outstanding Loan Balance, You direct Bank to direct Square Capital to direct Square, Inc. to withhold the Repayment Rate from Your Receivables during each day You process payments pursuant to the Seller Agreement and Square, Inc. agrees to remit such funds to Square Capital. Your repayments begin on the Repayment Start Date.

iii. Application of Repayments. Your repayments will generally be applied first to the past due Loan Balance (if any), then to reduce the amount of the remaining Loan Balance until the Loan Balance is paid in full.

iv. Minimum Payment Obligation. If at any time, You do not pay the Minimum Payment Amount by the applicable Minimum Payment Due date, the Bank through Square Capital reserves the right to debit Your Linked Bank Account or increase Your Repayment Rate.

v. Satisfaction of Prior Loan Balance. In order to receive funds under this Agreement, Bank will first apply the Loan Amount to repay any Prior Loan Balance outstanding as of the Origination Date. The remaining Loan Amount will be deposited to Your Linked Bank Account in accordance with your ACH authorization (as described below).

vi. Early Repayment. You may repay Your outstanding Loan Balance in full or in part at any time without penalty by making additional payments in Your Square Dashboard, or contacting the Square Capital Support Center to arrange for repayment. Such early repayment will be deducted from Your Square Account balance first, and any remaining amount will be debited from Your Linked Bank Account.

You may also repay Your outstanding Loan Balance in full or in part at any time without penalty by sending a check (with Your email address associated with Your Square Account in the “Memo” field) to:

Square Capital Program Attn: Capital Servicing 29053 Network Place Chicago, IL 60673-1290

vii. ACH Authorization. You authorize Bank to credit Your Linked Bank Account with Your Loan Amount (less any Prior Loan Balance) or where otherwise required for servicing. If You decide to prepay Your Loan Balance, or need to make payment to satisfy Your Minimum Payment Amount or other amounts due under this Agreement, You authorize Square Capital, as the Bank’s agent to debit any Linked Bank Account. If any debit attempt to Your Linked Bank Account fails, You grant Square Capital at each instance a new, original authorization to make new debit attempts in an amount less than the amount then currently due or an amount reduced from the previous debit from Your Linked Bank Account.You acknowledge and agree to be bound by NACHA’s rules for business-related ACH debits and credits.

viii. Cancellation Period. You may cancel this Agreement any time prior to the Repayment Start Date. If You cancel, Bank will debit the Loan Amount from Your Linked Bank Account. Your loan will not be deemed cancelled if the debit to Your Linked Bank Account is unsuccessful. If You owe a Prior Loan Balance and You cancel this Agreement, You agree that any Prior Loan Balance remains due and payable, and Your prior loan agreement for the Prior Loan Balance will be reinstated immediately.

ix. Security Interest.
1. For all Loan Amounts in excess of $75,000 as of the Loan Acceptance Date, Merchant agrees that as security for (i) Merchant’s obligation to pay the Loan Balance and (ii) Merchant’s obligation to pay all other obligations and liabilities owed to Bank by Merchant from time to time under this Agreement (collectively, the “Secured Obligations”), Merchant grants, assigns and pledges to Square Capital, as collateral agent on behalf of Bank a continuing and unconditional lien on and security interest in and to the following, whether now owned or hereafter acquired or arising and wherever located (collectively, the “Account Collateral”): (a) Merchant’s Square Account, the Receivables, all balances in such Square Accounts; (b) all general intangibles (as that term is defined in Article 9 of the Uniform Commercial Code as in effect in the State of Utah), all payment intangibles, all rights to payment, and all other rights (whether arising under common law, statutes, regulations, or otherwise), of the Merchant; (c) all money, cash equivalents, and other assets of the Merchant; and (d) all of the proceeds (as such term is defined in the applicable UCC) and products, whether tangible or intangible, of any of the foregoing. In furtherance of the intentions of the Parties hereto, this Agreement will constitute written notice to all interested parties of Square Capital’s (as collateral agent on behalf of Bank) security interest in the Account Collateral. Merchant acknowledges and agrees that so long as any of the Secured Obligations remain outstanding, the Merchant’s Square Account will be under the sole dominion and control of Square Capital. Neither Merchant nor any other person or entity, acting by, through or under the Merchant, will have any control over the use of, or any right to withdraw any amount from such Square Accounts without the consent of Square Capital, provided that Square Capital will be deemed to have granted such consent until such time as the occurrence of a default under this Agreement. In addition, Square Capital will have the exclusive rights (i) to require that any bank or securities intermediary at which any Account Collateral may be located acknowledge Bank’s security interest in and control of the Account Collateral for purposes of perfecting Square Capital’s security interest in the Account Collateral, and (ii) to direct and provide instructions to such bank or securities intermediary as to the disposition of the Account Collateral to fulfill Merchant’s Secured Obligations. The security interest created by this Agreement secures the payment and performance of all of the present and future Secured Obligations of the Merchant under this Agreement (including, without limitation, reasonable attorney’s fees and expenses and any interest, fees, or expenses that accrue after the filing of a bankruptcy or other insolvency proceeding, regardless of whether allowed or allowable in whole or in part as a claim in such bankruptcy or other insolvency proceeding) so long as any of the Secured Obligations remain outstanding.
Termination and Default.

a. Termination of Agreement. Except as otherwise stated in this Agreement, this Agreement will remain in full force and effect until the entire Loan Balance has been repaid in full.

b. Events of Default. You will be in default of this Agreement if You:

i. Misrepresent a fact in Your loan application;

ii. Fail to comply with terms of the Agreement, including specifically but without limitation, Your representations, warranties, and covenants at paragraph 6 below, as well as all other representations, warranties, and covenants in this Agreement;

iii. Divert Your payment card processing from Your Square Account in violation of this Agreement;

iv. File or become the subject of a bankruptcy or insolvency proceeding; or

v. Do not repay Your Loan Balance or any Minimum Payment Amounts when due.

c. Rights upon Default. If You default, Square Capital may, upon written notice to You, (i) demand immediate repayment of the Loan Balance, which will be paid by You within five (5) business days of receipt of such demand, unless a longer period is specified; (ii) debit any past due amounts from Your Linked Bank Account; and/or (iii) temporarily or permanently increase Your Repayment Rate. Bank may enforce the repayment of Your Loan Balance pursuant to the terms of this Agreement, and in the instance of nonpayment of Your Loan Balance will enforce those rights solely against Merchant’s business assets, including but not limited to the property and interests described in Section 2(a)(ix) above. This does not limit Your repayment obligations in this Agreement and Bank’s enforcement rights.

d. Indemnification. Merchant will indemnify and hold harmless Bank and Square Capital (and their respective employees, directors, agents, affiliates and representatives) from and against any cost, loss or liability including interest, penalties, reasonable attorneys’ fees and expenses resulting from Your misrepresentation or breach of warranty, default or breach of any covenant in this Agreement.

e. Costs to Enforce Payable by Merchant. Merchant will pay all reasonable costs associated with a breach by Merchant of any of its obligations, covenants or any of the representations and warranties of Merchant under this Agreement and the enforcement thereof. These “reasonable costs” include the costs, including attorneys’ fees, associated with defending, protecting, or enforcing the rights under this Agreement including in any bankruptcy proceeding.
Relationship of the Parties

a. Unaffiliated Parties. Square Capital and Bank are not affiliated.

b. Obligation to Provide Transactional Information. Merchant agrees to provide to Bank and Square Capital, upon request, transaction files maintained by Merchant, and any other information related to past payment processing volumes or the transactions contemplated by this Agreement.

c. Further Inquiries. If Bank or Square Capital requires additional information You will respond to those requests in the time frame requested.

d. Your Square Account.

i. Maintain Your Square Account in Good Standing. While You have an outstanding Loan Balance, Merchant will comply with the Seller Agreement and maintain Merchant’s Square Account in good standing.

ii. Effect of Multiple Square Accounts. Any attempt to receive Your payment card processing proceeds through multiple Square Accounts (irrespective of whether such Square Accounts are associated with the Location ID set forth in the summary box above) will entitle Square Capital to consider any such Square Accounts as part of Your Square Account for purposes of this Agreement. Square Capital may, at its option, (i) provide You with notice that such additional Square Accounts are now considered part of Your Square Account under this Agreement and apply the Repayment Rate to such consolidated Square Account or (ii) exercise its other remedies under this Agreement.

iii. Effect of Square Ceasing to Withhold Loan Payments. Under contractual obligations that Square Capital has and may have with various third parties, Square Capital may be prevented from withholding the Repayment Rate from Your Receivables as described in Section 2(a)(ii) while You have an outstanding Loan Balance under this Loan Agreement. Such an event may result in the assignment or transfer of the servicing of this Agreement and Square Capital’s rights and remedies under this Agreement without prior notice to You. If servicing is transferred, You agree (i) to make equal weekly payments via debit to a bank account or other means (which amount equals the remaining Loan Balance divided by the number of weeks through the Loan Maturity Date) to the designated service provider if loan repayments are no longer withheld, (ii) to comply with alternative payment timing, instructions and methods as provided by the new service provider and to execute any necessary authorization in order for such payments to be made, and (iii) that any new service provider is authorized to make any such debit to Your bank account. If alternative payment timing, instructions and methods are required, You will be provided with reasonable notification of those requirements, including a statement reflecting Your outstanding Loan Balance and weekly payment amount, to be delivered within a reasonable time.
Consent for Electronic Signatures; Additional Communications.

a. Electronic Signature. In order to receive the Loan Amount, Bank must provide You certain disclosures required by law. By submitting Your application and agreeing to the terms of this Agreement, which You collectively adopt as Your electronic signature, You consent and agree that:

i. Bank can provide all disclosures required by law and other information about Your legal rights and duties to You electronically, including by e-mail, a Website portal or mobile phone application.

ii. Your electronic signature on agreements and documents has the same effect as if You signed them in ink and is evidence of Your intention to be bound by this Agreement.

iii. Electronic disclosures have the same meaning and effect as if You were provided paper disclosures.

iv. Disclosures are considered received by You within 24 hours of the time posted to Bank’s website, or within 24 hours of the time emailed to You unless Bank receives notice that the email was not delivered.

v. Bank reserves the right to cancel this electronic disclosure service, change the terms of use of this service or send disclosures in paper form at any time.

vi. Bank is responsible for sending notice of the disclosures to You electronically, but Bank is not responsible for any delay or failure in Your receipt or review of the email notices.

b. Access to Disclosures. You understand that in order to access and retain the electronic disclosures You will need the following:

i. A computer or mobile device with Internet or mobile connectivity.

ii. For desktop website-based Communications:
1. Latest web browser that includes 256-bit encryption.
2. The browser must have cookies enabled. Use of browser extensions may impair full website functionality.
3. Minimum recommended browser standards are Mozilla Firefox latest version (see http://www.mozilla.com for latest version), Apple Safari latest version (see http://www.apple.com/safari for latest version), or Chrome latest version (see http://www.google.com/chrome for latest version).
iii. For mobile-based Communications:
1. A latest device operating system that supports text messaging, downloading, and applications from the Apple App Store or Google Play store; and
2. The latest version of Safari or Chrome on iOS or the latest version of Chrome for Android.
iv. Access to the email address used to create your Square Account.

v. Sufficient storage space to save Communications and/or a printer to print them.

vi. Use of spam filters may block or re-route emails from senders not listed in your email address book.

c. Confirmation. You agree and confirm that You have access to the necessary equipment to receive, access and print any disclosures that may be provided in electronic form.

d. Withdrawal. You will not seek to withdraw Your consent for electronic signature and disclosures while You have an outstanding Loan Balance.

e. Additional Communications. You consent to accept and receive communications from Bank and Square Capital, including e-mail, text messages, calls, and push notifications to the cellular telephone number You provide. These non-telemarketing communications may be generated by automatic telephone dialing systems which will deliver pre-recorded messages, including for the purposes of secondary authentication, receipts, reminders and other notifications. Standard message and data rates applied by Your cell phone carrier may apply to the text messages Bank or Square Capital sends You. You may only opt-out of receiving text message communications by replying STOP to text messages.
Merchant Covenants. Merchant irrevocably agrees that while there is an outstanding Loan Balance, Merchant will:

a. Card Acceptance. Not take any action to discourage use of Accepted Cards as payment for Merchant transactions or permit any event to occur that could have an adverse effect on the acceptance, authorization or use of Accepted Cards by purchasers of Merchant’s products and/or services, with the exception that Merchant may impose any charge on credit card transactions permitted by the applicable card associations’ rules and regulations;

b. Conduct of Business. Maintain Merchant’s business, including using Square, Inc. services to process payment card transactions, in substantially the same manner as it exists as of the Loan Acceptance Date. Merchant will conduct its business under the same name and in a manner consistent with past practice unless Merchant provides prior written notification to Square Capital and will prevent the diversion of Your Receivables to any other processor. Merchant will not cause, either by direct action or inaction, the dollar amount of Receivables processed through its Square Account to be diverted to another processor. In any thirty (30) day period Merchant will process Receivables with Square, Inc. at no less than fifty percent (50%) of the monthly minimum dollar amount of Receivables in the twelve (12) months immediately prior to such period.

c. Control of Business. Not allow another person or company, including without limitation a franchisor company (if Merchant is a franchisee), to assume or take over the operation and/or control of Merchant’s business or business location, whether physical or virtual;

d. Sale of Business. Not sell, dispose, convey or otherwise transfer any of Merchant’s business or assets (other than in the ordinary course of business); and

e. Cooperation. Cooperate fully with Square Capital to take all necessary actions to effectuate each of Merchant’s obligations in this Agreement, including but not limited to signing any and all documents Bank or Square Capital deems necessary and furnishing Bank or Square Capital with such information (including updated financial statements) as Bank or Square Capital may reasonably request from time to time.
Merchant Representations and Warranties. Merchant represents and warrants that as of the Loan Acceptance Date and until full repayment of Loan Balance:

a. Capacity. The Applicant executing this Agreement is authorized on behalf of Merchant to do so, is at least eighteen (18) years of age and has the legal capacity and all necessary authority to bind Merchant to this Agreement;

b. Third Party Interest in Receivables. Merchant’s Receivables (i) have not and will not be sold as of the Loan Acceptance Date and until full repayment of Loan Balance, and (ii) are not subject to any claims, charges, liens, restrictions or security interests where the third party holding a security interest in Merchant’s Receivables is currently exercising its remedies;

c. Approvals and Taxes. Merchant possesses and is in compliance with all permits, licenses, approvals, consents and any other authorizations necessary to conduct its business. Merchant is in compliance with, and the execution of this Agreement and consummation of the transaction contemplated in this Agreement will not conflict with (i) any and all applicable federal, state and local laws and regulations, (ii) any agreements to which Merchant is a party, and (iii) Merchant’s articles or certificate of incorporation, bylaws, or other organizational documents. Merchant possesses all requisite permits, authorizations and licenses to own, operate and lease its properties and to conduct the business in which it is presently engaged. All federal, state, local and foreign tax returns and tax reports, and all taxes due and payable that are required to be filed by Merchant have been or will be filed and paid, on a timely basis (including any extensions). All such returns and reports are and will be true, correct and complete. Merchant has no material liabilities and, to the best of its knowledge, knows of no material contingent liabilities, except current liabilities incurred in the ordinary course of business;

d. Conflicts With Other Agreements. Merchant will comply with the provisions of this Agreement and its performance under this Agreement does not and will not conflict with other agreements to which Merchant is a party or beneficiary, or result in any of the following: (1) violation or default of other agreements; (2) entitlement of any person or entity to receipt of notice or right of consent; (3) a right of termination, cancellation, guaranteed rights or acceleration of any obligation or to loss of a benefit; or (4) creation of any claim on the properties or assets of Merchant;

e. Authorization. Merchant has the power and authority to enter into and perform Merchant’s duties and obligations under this Agreement and any documents required to facilitate the transactions contemplated by this Agreement. Merchant is not a party to any contract or aware of any existing situation that would prevent Merchant from entering into or performing its obligations under this Agreement. Merchant has taken all necessary action to authorize their respective execution and delivery of, and performance under, this Agreement;

f. Other Proceedings and Bankruptcy. There is no action, suit, claim, investigation or legal, administrative, or arbitration proceeding pending or currently threatened whether at law or in equity or before any Governmental Authority against Merchant. Merchant has not declared bankruptcy within the past seven years and is not currently contemplating the filing of a bankruptcy proceeding or closing or materially modifying Merchant’s business. Merchant is solvent and financially capable of fulfilling its obligations under this Agreement;

g. Good Standing. Merchant is validly existing and in good standing under any applicable laws of its state of organization. Merchant has all requisite power and authority to own, lease, pledge and operate its properties and assets and to carry on its business as presently conducted;

h. Compliance With Laws. Merchant is in compliance with all statutes, rules, regulations, orders or restrictions of all applicable Governmental Authorities. All federal, state, local and foreign tax returns and tax reports, and all taxes due and payable arising therefrom required to be filed by Merchant have been or will be filed and paid, on a timely basis (including any extensions). All such returns and reports are and will be true, correct and complete. Merchant has no material liabilities and, to the best of its knowledge, knows of no material contingent liabilities, except current liabilities incurred in the ordinary course of business; and

i. Loan Purpose. Merchant is applying for credit solely for business purposes and not for personal, family or household use. Any credit extended under this Agreement, including the Loan Amount, is solely for business purposes and not for personal, family or household use.
Disputes.

a. Binding Individual Arbitration. You, Bank, Square Capital and Square, Inc. agree to arbitrate all disputes arising under or in connection with this Agreement 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 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 BANK, SQUARE CAPITAL, OR SQUARE, INC. OR ANY OF THEIR RESPECTIVE ASSIGNEES OR AGENTS 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 arbitration). All disputes will be resolved finally and exclusively by binding individual arbitration with a single arbitrator administered by the American Arbitration Association (www.adr.org) according to this Section and the applicable arbitration rules for that forum. The arbitrator will be responsible for determining all threshold arbitrability issues, including issues relating to whether this Agreement is unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, fully applies. Any arbitration hearing will occur in San Francisco, California or other mutually agreeable location. The arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. For any dispute against Bank, Bank will pay all the arbitration fees. For any dispute against Square Capital or Square, Inc., Square Capital or Square, Inc. will pay all the arbitration fees. If You prevail on any claim for which You are legally entitled to attorney’s fees, You may seek to recover those fees in the arbitration. For any claim where You are seeking relief, Bank and Square Capital will not seek to have You pay Bank, Square Capital, or Square, Inc.’s 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, Bank, Square Capital, and Square, Inc. also include respective subsidiaries, affiliates, agents , employees, predecessors, successors and assigns as well as authorized users or beneficiaries of the Square Capital Program. Subject to and without waiver of the arbitration provisions above, You agree that any judicial proceedings will be brought in and You 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.

b. Governing Law. This Agreement is governed by Utah law and/or applicable federal law (including the Federal Arbitration Act) as applied to agreements entered into and to be performed entirely within Utah, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction.

c. Limitation on Time to Initiate a Dispute. Unless otherwise required by law, an action or proceeding by Merchant relating to any dispute arising under this Agreement must commence within one year after the cause of action occurs or becomes enforceable.
Miscellaneous.

a. Modifications; Amendments. Any changes to these terms will be in writing agreed by the party to be affected.

b. Waiver. No Party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

c. Notices. Except as otherwise stated, notices to Bank or Square Capital must be sent by postal mail to: Square Capital Program, 1455 Market Street, Suite 600, MSC 715, San Francisco, California 94103.

d. Assignment. You may not assign or transfer Your rights or obligations under this Agreement, but rights of Bank and/or Square Capital may be assigned by Square Capital and/or Bank without restriction.

e. Severability. If any provision of this Agreement is deemed invalid or unenforceable under any law, rule, or regulation, the remainder of the Agreement will remain in effect.

f. Complete Agreement. This Agreement constitutes the entire Agreement between the Parties related to this subject matter and supersedes any prior agreements or understandings between the Parties.

g. Survival. The obligations in Sections 3(d) (Indemnification), 3(e) (Costs to Enforce Payable by Merchant), 8 (Disputes) and this Section 9 (Miscellaneous) will survive any expiration or termination of this Agreement.

h. Register. You agree that Square Capital, on Your behalf, will maintain a register in order to, record the amount of Your Loan Balance and the current or future owner of Your loan (including any assignee, participant or transferee, if any, who becomes the subsequent owner of any portion of Your Loan Balance) (the “Register”). The Parties agree that the entity whose name is recorded in the Register as the current owner of Your Loan Balance is treated as the owner of Your Loan Balance. The Register must be updated for any transfer of ownership of Your Loan Balance to occur.