Developer Terms of Service

Last Updated: March 7, 2022

These Square Developer Terms of Service (“Agreement”) are a legal agreement between you (“you,” “your”) and Square Technologies, Inc. for software-as-a-service and hardware, and Square Canada, Inc. for payment processing (“Square,” “we,” “our” or “us”) and govern your use of Square’s software development kit files, tools, programs and utilities, as well as any plug-in or other application programming interfaces (“APIs”), sample code (including runtimes and libraries) and related documentation (collectively “Developer Tools”). Please read this Agreement carefully. To access the Developer Tools, you must accept all of the terms of this Agreement.

1. Your access to and use of Square Developer Tools and Content.

Your use of Square Developer Tools, and related materials made available to you is subject to and must comply with these Square Developer Terms of Service, Square’s Privacy Policy and the documentation and guidelines accompanying the Developer Tools.

1. You may use Developer Tools to access information created or retained in a Square account (“Content”) and use Square payment processing services in connection with the applications, websites, products or services you operate and offer that interact with Developer Tools (your “Service”). Any payment processing enabled by you via a Square API requires a Square account and is subject to the Square Seller Agreement. You are solely responsible for, and Square disclaims all liability for, your Service.

2. Your use of Developer Tools and Content are subject to certain limitations on access, calls and use as set forth in this Agreement, in the Square documentation accompanying such Developer Tools, or as otherwise provided to you by Square. If Square assigns you developer credentials or client IDs, you must use them with applicable Developer Tools. You will not misrepresent or mask either your identity or your Service’s identity when using the Developer Tools or developer accounts. If Square believes that you have attempted to exceed or circumvent these limitations, your ability to use Developer Tools and Content may be temporarily or permanently blocked.

3. If your Service enables Square account holders (“Square Sellers”) to access their Content, Square Sellers must be presented with an ability to log into Square via the OAuth protocol. Sellers without a Square account should be given the opportunity to create a new Square account as provided by Square. You will not solicit or store Square passwords.

4. You will use Developer Tools and operate Services which access Developer Tools only as permitted by law (including without limitation laws regarding the import or export of data or software, privacy or local laws). You will not use Developer Tools to encourage or promote illegal activity. You will only access the applicable Developer Tools following the implementation instructions and other requirements specified in the documentation for such Developer Tools, or as otherwise provided by Square from time to time.

5. You are fully responsible for the security of data on your site and processed via your Services. You agree that at all times you and your Services will, at your effort and expense, be compliant with the Payment Card Industry Data Security Standard (PCI DSS) and the Payment Application Data Security Standard (PA-DSS), as applicable. At Square’s request, you will promptly provide us with documentation evidencing your compliance with PCI DSS and/or PA-DSS. You will use and access Developer Tools in accordance with the documentation and instructions provided by Square and in no circumstances will you store, process or transmit any cardholder’s account number, expiration date, or CVV2 except as described in that documentation. Further, you may not disclose card information to any third party, other than in connection with processing card transaction requested by your customer under the Service and in a manner consistent with PCI DSS and applicable law.

6. You provide Square with a paid-up, royalty-free, revocable, worldwide, non-exclusive, non-transferable license to use your Services for testing, review or other related purposes to ensure that your Services comply with this Agreement. You may revoke this license at any time by providing written notice to us. If you revoke this license, this Agreement will immediately terminate.

7. If your Service is provided at a fee to your customers, the fees you charge will be identified separately from the fees Square charges for its services.

8. You may use certain Square APIs to facilitate payments to be collected by Square from Square Sellers.  Where available, Square APIs may be used to facilitate your collection of fees from Square Sellers. You are responsible for clearly and accurately describing the fees you collect from Square Sellers and you will notify them prior to making any changes to those fees. If you are utilizing Square APIs in order to charge fees to Square Sellers on a per-transaction basis, then you authorize Square to act as your agent for the limited purposes of holding,receiving, and disbursing payments, consisting of and/or sourced from such Square Sellers’payment processing proceeds.  You acknowledge and agree that Square does not act on your behalf or on the Square Sellers’ behalf as money transmitter or a money services business (as those terms are commonly construed under applicable law) or in any other similar capacity except as expressly provided in this Agreement.  You acknowledge and agree that you will be solely responsible for collecting and remitting to any taxing authority any sales, value-added or similar taxes for your Service.

9. If you are using the Developer Tools to access and use the Apple Pay Web APIs and Apple Pay Platform, you must first accept the Apple Pay Platform Web Merchant Terms and Conditions.

10. If you are using the Developer Tools to access and use the Google Pay API, you must first accept the Google Pay API Terms of Service.

2. Developer Tools Access Prohibitions.

You will not, nor will you permit another party to:

1. Sell, rent, lease, sublicense, redistribute or syndicate access to Developer Tools or to Content other than your own; or

2. Create a Service that functions substantially the same as Developer Tools or any Square service.

3. Content Prohibitions.

You will not, nor will you permit another party, without the express consent of the Square Seller, to:

1. scrape, build databases or otherwise create permanent copies of such Square Seller’s Content;

2. copy, translate, modify, create derivative work of, sell, lease, sublicense, distribute or publicly display any of such Square Seller’s Content; or

3. make statements or represent yourself or your Service as an agent of Square.

Additionally, you and your Service will clearly identify its purpose to the Square Seller and not mislead or deceive Square Sellers with respect to the functionality your Service performs on behalf of the Square Seller or to what Content your Service may access and manipulate.

4. Submission of Content.

Certain Developer Tools allow for the submission of content, and except as expressly provided in these terms, Square does not acquire any ownership of any intellectual property rights that you or the Square Sellers hold in the content that you submit using the Developer Tools. By submitting, posting or displaying content to or from the Developer Tools through your Service, you give Square a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such content. However, Square will only use such content for the purpose of enabling Square to provide its services, the Developer Tools and only in accordance with the applicable Square privacy policies. Before you submit content via Developer Tools and your Service, ensure that you have the necessary rights (including any necessary rights from Square Sellers) to grant us the license.

5. Use of Square Marks.

We may also periodically make available certain Square logos, trademarks, or other identifiers for your use as set forth in Built with Square (“Square Marks”). If we do so, you will use them subject to and in accordance with Square’s then current Built with Square and Square Trademark Terms. Square may limit or revoke your ability to use Square Marks at any point. All rights not provided in the Square Trademark Terms are expressly reserved by Square. We may change Square Marks from time to time. In the event that Square Marks or Square Trademarks Terms are changed, you will (a) use the current version of the Square Marks and (b) use Square Marks consistent with the then current Square Trademarks Terms.

6. Ownership. Feedback.

1. You expressly acknowledge that Square or the Square Seller retains all worldwide right, title and interest in and to Content, including all intellectual property rights therein.

2. You also acknowledge that as between you and Square, Square owns all right, title and interest in and to Developer Tools, Square Marks, and Square services (and any derivative works or enhancements thereof), including but not limited to all intellectual property rights therein. You agree not to do anything inconsistent with such ownership. Any rights not expressly granted herein are withheld.

3. Subject to section 1 above and this section 6, as between you and Square, you retain all worldwide right, title and interest in and to your Service, including but not limited to all intellectual property rights therein.

4. You may provide Square with comments concerning Content or Developer Tools or your evaluation and use thereof. You agree that Square and its designees will be free to copy, modify, create derivative works, publicly display, disclose, distribute, license and sublicense, incorporate, and otherwise use the feedback, including derivative works thereto, for any and all commercial and non-commercial purposes with no obligation of any kind to you.

7. Termination.

1. If your Square account is terminated or suspended for any reason or no reason, you agree: (i) to continue to be bound by this Agreement, (ii) to immediately stop using Developer Tools, and (iii) that Square shall not be liable to you or any third party for termination or suspension of access to the Developer Tools.

2. You may terminate this Agreement and other Square agreements by closing your Square account at any time, except as may be provided in your other Square agreements.

3. We may terminate this Agreement for any reason or no reason at any time. We may also suspend access to Developer Tools if you (i) have violated the terms of this Agreement, any other agreement you have with Square, or Square’s policies, or (ii) provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct.

4. We will not be liable to you for compensation, reimbursement, or damages in connection with your use of Developer Tools, or in connection with any termination or suspension of Developer Tools.

8. Disclaimer of Warranty.

DEVELOPER TOOLS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE DEVELOPER TOOLS IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DEVELOPER TOOLS ARE 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 ANY DEVELOPER TOOL 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 DEVELOPER TOOLS ARE ACCURATE, RELIABLE OR CORRECT; THAT DEVELOPER TOOLS WILL MEET YOUR REQUIREMENTS; THAT DEVELOPER TOOLS WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT DEVELOPER TOOLS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF DEVELOPER TOOLS ARE 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.

9. Limitation of Liability.

1. 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 DEVELOPER TOOLS. UNDER NO CIRCUMSTANCES WILL SQUARE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF DEVELOPER TOOLS 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 DEVELOPER TOOLS OR CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF DEVELOPER TOOLS; (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 DEVELOPER TOOLS; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH DEVELOPER TOOLS 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 DEVELOPER TOOLS; AND/OR (VII) YOUR SERVICES. GIVEN THAT SQUARE PROVIDES ACCESS TO DEVELOPER TOOLS AT NO CHARGE, IN NO EVENT SHALL THE AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS AGREEMENT EXCEED US$1000.

2. 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.

10. Indemnification.

You will indemnify, defend, and hold us (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, including without limitation any violation of our policies; (b) your wrongful or improper use of the Developer Tools or Content; (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 Canada (including its provinces and territories) or any other country; or (e) any other party’s access and/or use of Developer Tools with your unique name, password or other appropriate security code.

11. Modification of Terms.

We may amend this Agreement and the documentation and guidelines accompanying the applicable Developer Tools, at any time with notice that we deem to be reasonable in the circumstances, by posting the revised version on our website or communicating it to you through your Square account (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 and access to the Developer Tools after the posting of a Revised Version constitutes your acceptance of such Revised Version. Any Dispute (as defined in Section 12) that arose before the changes will be governed by the terms of service in place when the Dispute arose.

12. Binding Individual Arbitration.

“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), including any claims relating in any way to this Agreement or the Developer Tools. Subject to applicable law, you and Square agree to arbitrate any and all Disputes by a neutral arbitrator who has the power to award the same damages and relief that a court can. ANY ARBITRATION UNDER THESE GENERAL TERMS WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL 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). All Disputes will be resolved finally and exclusively by binding individual arbitration with a single arbitrator administered by the American Arbitration Association (https://www.adr.org), where such arbitration is conducted in the United States, or JAMS (https://www.jamsadr.com) or the International Centre for Dispute Resolution Canada (https://www.icdr.org), where such arbitration is conducted in Canada. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, fully applies to any arbitration that takes place within the United States. Consumer claimants (individuals whose transaction is intended for personal, family, or household use) may elect to pursue their claims in their local small-claims court rather than through arbitration so long as their matter remains in small claims court and proceeds only on an individual (non-class or non-representative) basis. If you are a consumer bringing a claim relating to personal, household, or family use under a consumer protection law of a province or territory, any arbitration hearing will occur within such jurisdiction and be governed by the laws of such jurisdiction. Otherwise, any arbitration hearing will occur in (a) Toronto, Ontario, for Disputes; (b) another mutually agreeable location; or (c) a location ordered by the arbitrator. The arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. We will pay the arbitration fees due to the arbitrator for individual arbitrations brought in accordance with this section. If you prevail on any claim for which you are legally entitled to legal fees, you may seek to recover those fees from the arbitrator. For any claim where you are seeking relief, we will not seek to have you pay our legal 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 and Square also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of the Services. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions in consumer cases) involving Square will be brought in and you hereby consent to the exclusive jurisdiction and venue in the provincial or federal courts in the City of Toronto, Ontario.

13. Governing Law.

This Agreement and any Dispute will be governed by Ontario law and/or applicable Canadian federal law, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction.

14. 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.

15. Assignment.

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you and any attempted transfer or assignment will be null and void.

16. Other Provisions.

These Developer Terms of Service and any other applicable terms or policies, are a complete statement of the agreement between you and Square regarding the Developer Tools. If any provision of this Agreement 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. The Agreement does not limit any rights that Square may have under trade secret, copyright, patent, or other laws. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.

17. Survival.

The following sections of this Agreement survive and remain in effect in accordance with their terms upon termination of this Agreement: 6 (Ownership. Feedback), 7 (Termination), 8 (Disclaimer of Warranty), 9 (Limitation of Liability), 10 (Indemnification), 12 (Binding Individual Arbitration), 13 (governing Law), 14 (Limitation on Time to Initiate a Dispute), 15 (Assignment) and 16 (Other Provisions).