Square Marketing Local Pilot Terms of Service

These Terms and Conditions (“Additional Pilot Terms”) are a legal agreement between you, as a business selected to participate in the Square Local Pilot (“Pilot”), (“Participating Square Seller,” “you,” “your”), and Block, Inc. (”Square,” “we,” “our” or “us”) and govern your use of the Pilot services (“Services”). By participating in the Pilot, you agree to be bound by the General Terms, these Additional Pilot Terms, and all other terms, policies, and guidelines applicable to the Services made available through the Pilot including, but not limited to, the Square Privacy Notice. If you are participating in the Pilot on behalf of a business, that business accepts these terms. Defined terms have the same meaning as in the General Terms.

1. Purpose and General Description of the Pilot

The purpose of the Pilot is to test the effectiveness of Square’s promotion of participating Square sellers via a periodic newsletter containing those sellers’ cashback offers (the “Newsletter”), and/or a website where sellers’ cashback offers are displayed (the “Website”), and/or via Cash Card Boosts (“Boosts”). Boosts are a discount program offered by “Cash App” (a financial platform offered by Block, Inc.) to customers that use Cash App’s debit card (“Cash Card”). The Pilot is limited to Participating Square Sellers, by invitation only and at Square’s sole discretion, located in Portland, Oregon. Recipients of the Newsletter will be the customers of Participating Square Sellers who are subscribed to Square Marketing for at least one of the Participating Square Sellers. The Website will be publicly-available. Recipients of the Boosts will be Cash Card customers in Portland, Oregon.

Square will send the Newsletter from select Participating Square Sellers on a periodic, recurring basis. Square will also display cashback offers for Participating Square Sellers on the Website and will include select Participating Square Sellers in Boosts. Square has sole discretion over the content and appearance of the Newsletter, the Website, and Boosts, including but not limited to each individual seller’s advertisement, the frequency at which the Newsletter is sent, the amount of the cashback offer, and which Participating Square Sellers to include in each Newsletter, on the Website, and in Boosts. You acknowledge that a cashback offer for your business may be featured in the same Newsletter, on the same Website, or in the same carousel of Boosts as other Participating Square Sellers. Participating in the Pilot does not create a contract between or among Square and any Participating Square Seller(s) for Square to facilitate sales of Participating Square Sellers products or services. Square does not guarantee customers’ utilization of any cashback offer or Boost.

2. Reimbursement

Your participation in the Pilot is at no cost to you. Square will cover the cost of the cashback paid to your customers for all cashback offers redeemed at your business, whether in person or online, as part of the Pilot. The amount of the cashback a customer can receive when redeeming a cashback offer is calculated pre-tip and pre-tax. Square, via Cash App, will also cover the amount of the discount that your customer receives for a Boost. You will receive the full payment amount immediately for purchases made using Boosts.

3. Intellectual Property License

By participating in the Pilot, you grant Square and Cash App a royalty-free, perpetual, non-exclusive right and license to use your business’s name, trademark, and logo (“Trademarks”) worldwide in connection with the Pilot. You also permit the customers of Participating Square Sellers to access, view, store, or reproduce the material encompassing such Trademarks for such customers’ personal use in connection with the Pilot.

You represent and warrant that all materials approved for use by you in connection with the Pilot are Content as defined in the Section 5 of the General Terms.

4. Ownership

In addition to rights set forth in Section 15 of the General Terms and Section 3 of these Additional Pilot Terms, Square owns all rights, title, and interest, in and to the Pilot, the Newsletter(s), the Website, all copies of the Newsletter(s) and the Website, and Boosts.
You may submit Ideas about the Pilot. Submitting Ideas is entirely voluntary, and we will be free to use such ideas as we see fit without any obligation to you.

5. Modification and Termination

The Pilot will run for approximately twelve (12) weeks, at Square’s sole discretion.

Square may terminate the Pilot or these Additional Pilot Terms, or suspend or terminate your participation in the Pilot, at any time for any reason. We may add or remove, suspend, stop, delete, discontinue or impose conditions on the Pilot or any feature or aspect of the Pilot at our sole discretion. We will take reasonable steps to notify Participating Square Sellers of termination or these other types of Pilot changes by email or at the next time you or another authorized user attempts to access your Square Account.

You may request that Square modify your cashback offer or Boost or cancel your participation at any time by notifying Square at [email protected]

6. Effect of Termination

In addition to the effects of termination set forth in Section 13 of the General Terms, if the Pilot or your participation in the Pilot is terminated or suspended for any reason: (a) the license and any other rights granted to you under the General Terms as applicable for use in this Pilot will end, (b) Square will cease including your business in the Pilot within two (2) weeks of your the termination of your participation or the Pilot, and (c) Square may continue to use your Ideas at its sole discretion.

7. No Warranties

In addition to the warranties disclaimed in Section 18 of the General Terms, Square does not guarantee that any Participating Square Seller will receive any increased revenue, sales, or other benefits by participating in the Pilot.

BECAUSE SQUARE IS NOT INVOLVED IN TRANSACTIONS BETWEEN OR AMONG CUSTOMERS AND SELLERS, IF A DISPUTE ARISES BETWEEN OR AMONG ONE OR MORE PARTICIPANTS IN THE PILOT, EACH PARTICIPANT RELEASES SQUARE (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

8. Taxes

As set forth in Section 11 of the General Terms, each Participating Square Seller is responsible and liable for determining any and all Taxes required to be assessed, incurred, collected, paid, or withheld for your use of the Services. Such obligation extends to any Taxes arising from or out of your participation in the Pilot. Each Participating Square Seller is responsible and liable for (a) determining whether Taxes apply to your sale of products and services, payments received, and any other transactions arising from or out of your participation in the Pilot, and (b) calculating, collecting, reporting, or remitting any Taxes to the appropriate tax and revenue authorities. Square is not a marketplace facilitator. Square specifically disclaims any liability for such Taxes.

9. Relationship of Parties

You are not an employee of Square. Nothing in these Additional Pilot Terms will be construed to create a partnership, joint venture, franchise, agency, sales representative, or employment relationship between or among the parties. You will have no authority to make or accept any offers or representations on Square’s behalf. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section. These Additional Pilot Terms do not create an exclusive relationship between you, the Participating Square Seller, and Square.