General Terms of Service

DATED 2020-01-01 · VERSION 20191211_rev01 · COMPARED WITH 20191117_rev01 · ARCHIVE SNAPSHOT

Full text changes — 20191117_rev01 to 20191211_rev01

COLOUR MARKS THE SEVERITY OF A FLAGGED CLAUSE · + AND − MARK ADDED AND REMOVED

 **General**
+**Last updated: November 12, 2019**
+**Effective Date: January 1, 2020**
+**Posted Date: December 10, 2019**
 We've included annotations in the gray boxes below to emphasize certain portions of our terms and help guide you as you read them. The annotations aren't summaries, so please take the time to read everything!
 This page describes the general terms that apply to your use of any of our services. By using our services you agree to these terms on top of any other terms that apply to a specific service you are using (like Cash App, for example). If you use our services on behalf of your company, your company agrees to them too.
+These General Terms of Service ("General Terms") are a legal agreement between you ("you," "your") and Square, Inc. and/or Square Capital, LLC ("Square," "we," "our" or "us") and govern your use of Square's services, including mobile applications, websites, software, hardware, and other products and services (collectively, the "Services"). If you are using the Services on behalf of a business, you represent to us that you have authority to bind that business or entity to these terms, and that business accepts these terms. By using any of the Services, you agree to these General Terms and any policies referenced within ("Policies"), including terms that limit our liability (see Section 18) and require individual arbitration for any potential legal dispute (see Section 21). You also agree to any additional terms specific to Services you use ("Additional Terms"), such as those listed below, which become part of your agreement with us (collectively, the "Terms"). You should read all of our terms carefully.
+These General Terms of Service ("General Terms") are a legal agreement between you, as a current or prospective customer of Square's services ("you," "your") and Square, Inc. Square Capital, LLC, and/or Cash App Investing LLC ("Square," "we," "our" or "us") and govern your use of Square's services, including mobile applications, websites, software, hardware, and other products and services (collectively, the "Services"). If you are using the Services on behalf of a business, you represent to us that you have authority to bind that business or entity to these terms, and that business accepts these terms. By using any of the Services, you agree to these General Terms and any policies referenced within ("Policies"), including our Privacy Notice (see Section 8) and terms that limit our liability (see Section 18) and require individual arbitration for any potential legal dispute (see Section 21), which are collectively incorporated herein by reference. You also agree to any additional terms specific to Services you use ("Additional Terms"), such as those listed below, which become part of your agreement with us (collectively, the "Terms"). You should read all of our terms carefully.
 - [Payment Terms](https://squareup.com/legal/payment): These terms apply to all payments made through the Services.
 - [Point of Sale Additional Terms of Service](https://squareup.com/legal/pos): These terms apply when you use certain Square Point of Sale Services.
 - [Cash Additional Terms of Service](https://squareup.com/legal/cash-ua): These terms apply when you use Square Cash or Square Cash for Business.
 - [HIPAA Business Associate Agreement](https://squareup.com/legal/hipaa): If you are subject to HIPAA as a Covered Entity or Business Associate (as defined in HIPAA) and use the Services in a manner that causes us to create, receive, maintain, or transmit Protected Health Information on your behalf, then you agree to the HIPAA Business Associate Agreement ("HIPAA BAA").
 - [Square Installments Seller Terms of Service](https://squareup.com/legal/capital-installments-seller-terms): These terms apply if you participate in the Square Installments Program.
+#### 1\. Privacy
+#### 1\. Square Account Registration
+You consent to Square's [Privacy Notice](https://squareup.com/legal/privacy), which explains how we collect, use and protect the personal information you provide to us.
+#### 2\. Square Account Registration
 Provide accurate personal information during registration and keep the information current. We can suspend or terminate your account if you provide incomplete or false information.
 You are responsible for all activity on your account.
 You must open an account with us (a "Square Account") to use the Services. During registration we will ask you for information, which may include but is not limited to, your name and other personal information. You must provide accurate and complete information in response to our questions, and you must keep that information current. You are fully responsible for all activity that occurs under your Square Account, including for any actions taken by persons to whom you have granted access to the Square Account. We reserve the right to change the account type, suspend or terminate the Square Account of anyone who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements.
+#### 3\. Revisions, Disclosures and Notices
+#### 2\. Revisions, Disclosures and Notices
 We can make updates to our terms of service at any time, and we'll notify you of these updates as appropriate. By continuing to use our services after these updates, you agree to the revised terms.
 You also agree to receive notices from us electronically.
 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 (as defined in Section 20) that arose before the changes will be governed by the Terms in place when the Dispute arose.
 You agree to [Square's E-Sign Consent](https://squareup.com/legal/sign). We may provide disclosures and notices required by law and other information about your Square Account to you electronically, by posting it on our website, pushing notifications through the Services, or by emailing it to the email address listed in your Square Account. 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 twenty-four (24) hours of the time posted to our website, or within twenty-four (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, contact [Square Support](https://squareup.com/help/us/en/). If we are not able to support your request, you may need to terminate your Square Account.
+#### 4\. Restrictions
+#### 3\. Restrictions
 If you want to use our services, you can't do certain bad things. If we think you are doing these bad things, we have the right to share your information with law enforcement.
 You may not, nor may you permit any third party, directly or indirectly, to:
 . export the Services, which may be subject to export restrictions imposed by US law, including US Export Administration Regulations (15 C.F.R. Chapter VII);
 . use the Services for the sale of firearms, firearm parts, ammunition, weapons or other devices designed to cause physical harm;
 . use the Services for any illegal activity or goods or in any way that exposes you, other Square users, our partners, or Square to harm; or
 . otherwise use the Services except as expressly allowed under these Terms.
 If we reasonably suspect that your Square Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your Square Account, and any of your transactions with law enforcement.
+#### 5\. Compatible Mobile Devices and Third Party Carriers
+#### 4\. Compatible Mobile Devices and Third Party Carriers
 We do not warrant that the Services will be compatible with your mobile device or carrier. Your use of the Services may be subject to the terms of your agreements with your mobile device manufacturer or your carrier. You may not use a modified device to use the Services if the modification is contrary to the manufacturer's software or hardware guidelines, including disabling hardware or software controls-sometimes referred to as "jail broken."
+#### 6\. Your Content
+#### 5\. Your Content
 You retain all rights to your content when you upload it into our services, but you do give us broad rights to use, modify, display your content in our services. You can see specifics on the rights you grant us below.
 Also, anything you provide us or make available to the public through our services must not contain anything that we think is objectionable (e.g., illegal, obscene, hateful or harmful to you, our customers or us). We can remove any content at any time.
 The Services may include functionality for uploading or providing suggestions, recommendations, feedback, stories, photos, documents, logos, products, loyalty programs, promotions, advertisements and other materials or information ("Content").
 You grant us and our subsidiaries, affiliates, and successors a worldwide, non-exclusive, royalty-free, fully-paid, transferable, irrevocable, perpetual, and sub-licensable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform, and publicly display your Content throughout the world in any media for any reason, including to provide, promote, and/or incorporate into the Services. You retain all rights in your Content, subject to the rights you granted to us in these General Terms. You may modify or remove your Content via your Square Account or by terminating your Square Account, but your Content may persist in historical, archived or cached copies and versions thereof available on or through the Services.
 You will not upload or provide Content or otherwise post, transmit, distribute, or disseminate through the Services any material that: (a) is false, misleading, unlawful, obscene, indecent, lewd, pornographic, defamatory, libelous, threatening, harassing, hateful, abusive, or inflammatory; (b) encourages conduct that would be considered a criminal offense or gives rise to civil liability; (c) breaches or infringes any duty toward or rights of any person or entity, including rights of publicity, privacy or intellectual property; (d) contains corrupted data or any other harmful, disruptive, or destructive files; (e) advertises products or services competitive with Square's or its partners' products and services, as determined by us in our sole discretion; or (f) in our sole judgment, is objectionable, restricts or inhibits any person or entity from using or enjoying any portion of the Services, or which may expose Square, its affiliates or its customers to harm or liability of any nature.
 Although we have no obligation to monitor any Content, we have absolute discretion to remove Content at any time and for any reason without notice. Square may also monitor such Content to detect and prevent fraudulent activity or violations of Square's General Terms. You understand that by using the Services, you may be exposed to Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any Content, including any loss or damage to any of your Content.
+#### 7\. Intellectual Property Infringement
+#### 6\. Intellectual Property Infringement
 We respect the intellectual property rights of others and ask you to do the same. We have adopted an [Intellectual Property Policy](https://squareup.com/legal/copyright) regarding third-party claims that your material infringes the rights of others. We respond to all valid notices of such infringement, and our policy is to suspend or terminate the accounts of repeat infringers.
+#### 8\. Security
+#### 7\. Security
 We take security incredibly seriously, but can't guarantee that bad actors will not gain access to your personal information. You need to do your part by keeping your passwords safe, being smart about who has access to your account and which of your devices can access our services, and letting us know if you think an unauthorized person is using your account.
 If there is ever a dispute about who owns your account, we are the decider.
 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 provide your personal information at your own risk.
 You are responsible for safeguarding your password and for restricting access to the Services from your compatible mobile devices and computer(s). You will immediately notify us of any unauthorized use of your password or Square Account or any other breach of security. Notwithstanding Sections 20 and 21, in the event of any dispute between two or more parties as to account ownership, we will be the sole arbiter of such dispute in our sole discretion. Our decision (which may include termination or suspension of any Square Account subject to dispute) will be final and binding on all parties.
+#### 8\. Privacy
+When you process information that identifies or is reasonably capable of identifying an individual to Square in connection with the Services (including information collected by Square on your behalf), you agree to comply with applicable laws regarding the collection, use, disclosure, protection, and retention of this information. You acknowledge that you have reviewed and consent to Square's [Privacy Notice](https://squareup.com/legal/privacy), which explains our practices with regard to any personal information you provide to us. If you or your business are located in California, please see [Section 27]().
 #### 9\. Communications
 You consent to us sending messages to your email or mobile devices about your account or our services, which may include marketing. You can opt out of communications in ways that are specific to that communication method, such as by unsubscribing from emails, or replying to text messages with 'STOP'.
 You consent to accept and receive communications from us, including e-mail, text messages, calls, and push notifications to the cellular telephone number you provide to us when you sign-up for a Square account or update the contact information associated with your account. Such communications may include, but are not limited to requests for secondary authentication, receipts, reminders, notifications regarding updates to your account or account support, and marketing or promotional 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.
 We may terminate these General Terms or any Additional Terms, or suspend or terminate your Square Account or your access to any Service, at any time for any reason. We may add or remove, suspend, stop, delete, discontinue or impose conditions on Services or any feature or aspect of a Service. We will take reasonable steps to notify you of termination or these other types of Service changes by email or at the next time you attempt to access your Square Account. You may also terminate the General Terms and Additional Terms applicable to your Square Account by deactivating your Square Account at any time.
 #### 12\. Effect of Termination
 Once our relationship ends, we are not responsible for any losses you experience because of the termination of our services or for removing your data from our servers. Some terms of our agreement will still apply even after our relationship ends.
+If these General Terms or your Square Account is terminated or suspended for any reason: (a) the license and any other rights granted under these Terms will end, (b) we may (but have no obligation to) delete your information and account data stored on our servers, and (c) we will not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of the Services, or for deletion of your information or account data. In addition to any payment obligations under the Payment Terms, the following sections of these General Terms survive and remain in effect in accordance with their terms upon termination: 6 (Your Content), 7 (Intellectual Property Infringement), 12 (Effect of Termination), 14 (Ownership), 15 (Indemnity), 16 (Representations and Warranties), 17 (No Warranties), 18 (Limitation of Liability and Damages), 19 (Third Party Products), 20 (Disputes), 21 (Binding Individual Arbitration), 22 (Governing Law), 23 (Limitation on Time to Initiate a Dispute), 24 (Assignment), 25 (Third Party Service and Links to Other Web Sites), and 26 (Other Provisions).
+If these General Terms or your Square Account is terminated or suspended for any reason: (a) the license and any other rights granted under these Terms will end, (b) we may (but have no obligation to) delete your information and account data stored on our servers, and (c) we will not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of the Services, or for deletion of your information or account data. In addition to any payment obligations under the Payment Terms, the following sections of these General Terms survive and remain in effect in accordance with their terms upon termination: 5 (Your Content), 6 (Intellectual Property Infringement), 12 (Effect of Termination), 14 (Ownership), 15 (Indemnity), 16 (Representations and Warranties), 17 (No Warranties), 18 (Limitation of Liability and Damages), 19 (Third Party Products), 20 (Disputes), 21 (Binding Individual Arbitration), 22 (Governing Law), 23 (Limitation on Time to Initiate a Dispute), 24 (Assignment), 25 (Third Party Service and Links to Other Web Sites), and 28 (Other Provisions).
 #### 13\. Your License
 We grant you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to use the software that is part of the Services, as authorized in these General Terms. We may make software updates to the Services available to you, which you must install to continue using the Services. Any such software updates may be subject to additional terms made known to you at that time.
 #### 14\. Ownership
 You may submit comments or ideas about the Services ("Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited, and without restriction, that it will not place us under any fiduciary, confidentiality 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.
 #### 15\. Indemnity
 If you do something using our services that gets us sued or fined, you agree to cover our losses as described below.
+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 these Terms; (b) your wrongful or improper use of the Services; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (d) your violation of any law, rule or regulation of the United States or any other country; and (e) any other party's access and/or use of the Services with your unique name, password or other appropriate security code.
+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 these Terms; (b) your wrongful or improper use of the Services; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (d) your violation of any law, rule or regulation of the United States or any other country; (e) any third-party claims made by your Buyer regarding Square's processing of your customer/Buyer's Personal Information in connection with providing you with the Services; and (f) any other party's access and/or use of the Services with your unique name, password or other appropriate security code.
 #### 16\. Representations and Warranties
 Here's the part where you promise that you are who you say you are, and that you will obey the law and our terms.
 You represent and warrant to us that: (a) you are at least eighteen (18) years of age; (b) you are eligible to register and use the Services and have the right, power, and ability to enter into and perform under these General Terms; (c) any information you provide in connection with the Services, including your business name, accurately and truthfully represents your business or personal identity under which you sell goods and services; (d) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to you and/or your business, including the Health Insurance Portability and Accountability Act ("HIPAA"); (e) 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 (f) your use of the Services will be in compliance with these Terms.
 #### 25\. Third Party Services and Links to Other Websites
 While you're using our products and services, you may be offered services from third parties. We are not responsible for any issues you may have with them.
 You may be offered services, products and promotions provided by third parties and not by Square, including, but not limited to, third party developers who use Square's services ("Third Party Services"). If you decide to use Third Party Services, you will be responsible for reviewing and understanding the terms and conditions for these services. We are not responsible or liable for the performance of any Third Party Services. Further, you agree to resolve any disagreement between you and a third party regarding the terms and conditions of any Third Party Services with that third party directly in accordance with the terms and conditions of that relationship, and not Square. The Services may contain links to third party websites. The inclusion of any website link does not imply an approval, endorsement, or recommendation by Square. Such third party websites are not governed by these General Terms. You access any such website at your own risk. We expressly disclaim any liability for these websites. When you use a link to go from the Services to a third party website, our Privacy Notice is no longer in effect. Your browsing and interaction on a third party website, including those that have a link in the Services is subject to that website's own terms, rules and policies.
+#### 26\. Other Provisions
+#### 26\. Third-Party Beneficiaries
+No provision in these General Terms, and any applicable Additional Terms is intended or shall create any rights with respect to the subject matter of these General Terms, and any applicable Additional Terms in any third party.
+#### 27\. California Businesses
+If you are a "Business" as defined by the California Consumer Privacy Act of 2018, Cal. Civ. Code § 1798.100 et seq., ("CCPA") then this provision 27 applies to you. For purposes of this Section 27, "process", "sell", and "business purpose(s)" have the meaning ascribed to them by the CCPA.
+a) For purposes of this Section 27, "Buyer Personal Information" means any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household that is processed by Square in connection with its Services to you. Buyer Personal Information does not include information Square receives about your customers ("Buyers") for purposes of Square's digital receipt, customer directory and email marketing tools ("Square Buyer Features"). It does include information that your Buyer has provided you through Square Appointments, Square Invoices, or to receive Loyalty-related or promotional text messages. For details about our privacy practices with respect to Square Buyer Features, please refer to our Buyer Features Privacy Notice.
+b) We may receive Personal Information from Buyers for the purpose of performing Services on your behalf as described in these General Terms. We agree that we will process Buyer Personal Information collected, processed, stored or transmitted by, or accessible to us in the course of these General Terms, and other Applicable Terms of Service referenced above, only on your behalf, and for the purpose of providing you with the Services in these Terms and other applicable terms linked above based on the products you use. We acknowledge that we are prohibited from: (i) selling the Buyer Personal Information; (ii) retaining, using, or disclosing the Buyer Personal Information for any purpose other than providing to you the Services specified in these General Terms(s), and other applicable Terms of Service referenced above. As part of, and for purposes of, facilitating the Services, Square may (i) de-identify or aggregate the Buyer Personal Information; and (ii) process the Buyer Personal Information for operational purposes, including, without limitation, verifying or maintaining the quality and safety of the Services; improving, updating or enhancing the Services either for you or for our customers generally; detecting and preventing fraud, and for protecting the security and integrity of our Services; and complying with our legal obligations. You acknowledge and agree that Buyer Personal Information that you disclose to Square is provided to Square for the parties' business purposes.
+c) We reserve the right to delete Personal Information stored pursuant to these General Terms in the ordinary course of business, pursuant to our retention schedules.
+#### 28\. Other Provisions
 These General Terms, and any applicable Additional Terms or Policies, are a complete statement of the agreement between you and Square regarding the Services. In the event of a conflict between these General Terms and any other Square agreement or Policy, these General Terms will prevail and control the subject matter of such conflict. If any provision of these General Terms or any Additional Term is invalid or unenforceable under applicable law, then it will 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. These General Terms do not limit any rights that we may have under trade secret, copyright, patent, or other laws. No waiver of any term of these General Terms will be deemed a further or continuing waiver of such term or any other term.