SQUIRE Technologies, Inc.
Shop User License Agreement

For purposes of the Processor Terms, Squire is your “Stripe Connect Platform,” you are a “Connected Account” and “Platform User,” and Transactions are processed by Payment Processor through your “Stripe Account.”

ii. Squire Authorization. If approved for the Payment Processing Services, you authorize Squire, as your Stripe Connect Platform, to (i) request that Payment Processor generate a Stripe Account for you and to provide such information about you as Payment Processor may require in approving and generating your Stripe Account, which may include information about your Linked Account and Personal Information; (ii) submit payment and Transaction information to Payment Processor to facilitate the processing of Transactions, the transfer of funds to or from your Stripe Account or Linked Account according to Enterprise Customer’s instructions and your Shop User Profile configuration, and the resolution of any Chargebacks or other processing issues; and (iii) receive information related to your use of the Payment Processing Services from Payment Processor.

iii. Settlement. You acknowledge and agree that (i) Payment Processor is responsible for settling Transactions and transferring funds to your Linked Account; (ii) apart from submitting payment and Transaction information to Payment Processor, Squire is not responsible for the process of settling Transactions nor is it responsible for transferring funds to your Linked Account; (iii) Squire is not a bank, money transmitter, or other type of financial institution and is not engaged in the business of receiving funds for transmission as part of the Squire Services or Payment Processing Services; (iv) during the course of processing Transactions, settlement funds may be received, held, and transferred by Payment Processor or its acquiring bank, including through a pooled funds account for Enterprise Customer’s benefit and the benefit of other Payment Processor merchant clients; and (v) Squire does not own or control your Stripe Account or any other accounts used by Payment Processor or its acquiring bank to receive, hold, or transfer settlement funds. Further, you acknowledge that Squire is not a party to any Client Contract nor obliged to provide any services under any Client Contracts.

iv. Transactions are Performed on behalf of Enterprise Customer: Notwithstanding the foregoing, all Transactions processed with Payment Processor via the Squire Platform, including Transactions initiated by you as Shop User, are Transactions of your Enterprise Customer. Squire will only direct Payment Processor to make disbursements to a Shop User’s Linked Account from the settlement proceeds of Transactions (“Disbursements”) at the direction of and on behalf of Enterprise Customer. The primary merchant descriptor or billing descriptor for each Transaction as it may appear on a Client’s bank or credit card statement will be the name of Enterprise Customer. Any disputes as it relates to the quantity and the amount of Disbursements you may be owed are solely between you and Enterprise Customer.
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d. Partner Offers:  From time to time, Squire may partner with third-parties (“Partners”), which may be Third-Party Providers, to give you access to goods and services from such Partner (“Partner Marketed Services”) that as a Shop User, we think you may be of interest to you (each, a “Partner Offer”).  You expressly acknowledge and agree that (i) Squire may market to you Partner Offers to give you access to Partner Marketed Services, (ii) Squire makes no warranties, representations or undertakings relating to the Partner, Partner Offer, or the Partner Marketed Services, (iii) Squire disclaims all liability for any loss, damage, and any other consequence resulting directly or indirectly from or relating to your access to the Partner Offer or the Partner Marketed Services, and (iv) Squire does not control the privacy practices of any Partner or their websites and, thus, Squire’s Privacy Policy does not apply to any collection of Personal Information by Partner. If at any time a particular Partner Offer does not interest you, please reach out to [email protected] to opt-out of receiving messages about that particular Partner Offer. 

e. We Can Make Changes to the Squire Services: We reserve the right to change, suspend or discontinue any aspect of the Squire Services at any time, including hours of operation or availability of the Squire Services or any Squire Services feature, without notice and without liability. We also reserve the right to impose limits on certain Squire Services features or restrict access to some or all of the Squire Services in our sole discretion, without notice and without liability. Without limiting the foregoing, you acknowledge that the operation of the Squire Platform and Squire Services may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and Squire shall not be responsible to you or others for any such interruptions, errors or problems or an outright discontinuance of the Squire Services. Squire has no obligation to maintain or update the Squire Platform or the Squire Services or to continue producing or releasing new versions of the Squire Platform or the Squire Services.

IV. ADD-ON SERVICES

If enabled by Enterprise Customer for your Shop User Profile, you may access the following additional Squire Services (“Add-On Services”), subject to this Agreement, including the following additional terms and conditions. Certain Platform Fees may apply – please confirm with Primary Enterprise Contact whether or not they have configured your Shop User Profile to deduct certain Platform Fees from your Disbursements.

1. Transaction Management Services: In connection with the Squire Transaction Management Services (“Transaction Management Services”), Squire will provide Payment Processor with the information needed to automate Disbursements to Shop Users.  Consistent with this SULA and the Enterprise Terms of Service, if Squire Transaction Management Services are enabled by Enterprise Customer for your Shop User Profile, as authorized by Enterprise Customer, Squire will submit payment and Transaction information to Payment Processor on Enterprise Customer’s behalf to facilitate Payment Processor’s settlement of Disbursements to you according to Enterprise Customer’s instructions and their Squire Platform Account configuration as follows:   
   
   SQUIRE Tip Splits:  If SQUIRE Tip Splits (“Tip Splits”) is enabled on the Squire Platform Account, Squire will provide information to the Payment Processor for the settlement of the portion of Transaction funds designated as a “tip” directly into the Linked Account of the Shop User that initiated the Transaction, subject to Platform Fees as specified on the applicable Order Form. Primary Enterprise Contact is responsible for designating whether the applicable Platform Fees associated with Tip Splits are deducted (i) from the “tip” prior to settlement in the Shop User’s Linked Account; or (ii) from funds that would otherwise be settled to Enterprise Customer’s Linked Account.  
   
   SQUIRE Auto Payout: If SQUIRE Auto Payout (“Auto Payout”, formerly known as “One Touch Payout” or “OTP”) is enabled on the Squire Platform Account,  Squire will provide information to the Payment Processor for the settlement of (i) the portion of Transaction funds designated as a “tip” and (ii) a customizable percentage of the portion of Transaction funds charged in connection with the provision of goods and services (“RevShare”), directly into the Linked Account of the Shop User who initiated the Transaction, subject to Platform Fees as specified in the applicable Order Form. Primary Enterprise Contact is responsible for designating whether the applicable Platform Fees associated with Auto Payout are deducted (i) from the “tip” or RevShare prior to settlement in the Shop User’s Linked Account; or (ii) from funds that would otherwise be settled to Enterprise Customer’s Linked Account.
   
   i. Enterprise Customer Eligibility: To be eligible to use any of the Squire Transaction Management Services, your Enterprise Customer must be a customer in good standing and be actively completing Transactions through the Squire Platform, in sufficient volume, for at least thirty (30) days, as determined by Squire in its sole discretion.  Only the Primary Enterprise Contact has the authority to enable any of the Squire Transaction Management Services for the Enterprise Customer’s Squire Platform Account.  In no event may a Shop User enable Squire Transaction Management Services for an Enterprise Customer, unless such Shop User is the Primary Enterprise Contact for the Enterprise Customer.
   
   ii. Shop User Eligibility: For any Shop User to be eligible to receive Disbursements through the Squire Transaction Management Services, each Shop User must (i) be associated with an Enterprise Customer that has been approved for Squire Transaction Management Services; (ii) be at least 18 years of age; (iii) not located in Cuba, Iran, North Korea, Syria, or any other territory that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist-supporting” country; (iv) not be listed on any U.S. government list of prohibited or restricted persons or the UK Sanctions List; (v) connect a Linked Account to their profile under your Squire Platform Account; and (vi) agree to Squire’s this Agreement.
   
   iii. Third-Party Terms: The Squire Transaction Management Services are supported by Payment Processing Services performed by Payment Processor, consistent with the terms of Section III(c). If approved by Squire and Payment Processor, in their respective discretions, each Shop User will be required to agree to the Processor Terms. For purposes of the Processor Terms, Squire is the “Stripe Connect Platform,” each Shop User will be a “Connected Account” and “Platform User,” and payments are processed by Payment Processor through each Shop User’s “Stripe Account.”
   
   iv. Disbursement Timing. Payment Processor aggregates Tip Splits and RevShare Disbursements throughout the day, and, as authorized by Enterprise Customer, Squire will provide the required information to Payment Processor to push Disbursements to a Shop User’s Linked Account, on a recurring basis, subject to instructions provided by Enterprise Customer. Standard settlement times apply.

2. Squire Rapid Transfer. SQUIRE Rapid Transfer (“Rapid Transfer”, formerly known as “Instant Payout”) allows you to receive Disbursements from Transactions faster than standard payout times. If Rapid Transfer is enabled, you authorize Squire, on your behalf, to provide information to the Payment Processor to settle funds for Disbursements directly into your Linked Account on the Business Day that they are submitted for processing, subject to the subsection IV(b)(iv) below. Each Rapid Transfer Disbursement is subject to the Platform Fees described at the time Rapid Transfer is enabled.  
   
   i. Enterprise Customer Eligibility. To be eligible for Rapid Transfer, you must be a customer in good standing and be actively completing Transactions through the Squire Platform, in sufficient volume, for at least thirty (30) days, as determined by Squire in its sole discretion.
   
   ii. Shop User Eligibility. To be eligible for Rapid Transfer, a Shop User must meet the eligibility criteria for Squire Transaction Management Services. Each Shop User may determine whether to enable Rapid Transfer for Disbursements to the Shop User’s own Linked Account and a Shop User does not require approval from the Primary Enterprise Contact to enable Rapid Transfer for Disbursements.
   
   iii. Third-Party Terms: Rapid Transfer is an add-on service supported by the Payment Processing Services performed by Payment Processor, consistent with the terms of Section III(c). 
   
   iv. Disbursement Timing:  The Payment Processor will aggregate Rapid Transfer Disbursements from settled funds from Transactions initiated by you, and you authorize Squire to provide the required information to Payment Processor to push Disbursements directly into your Linked Account on the Business Day that the Transactions are submitted for processing, with a cut off time of 9pm local time.  Disbursements are made up to three (3) times per day, subject to processing delays out of the control of Squire, including but not limited to, (x) you submitting Transactions after 9pm local time; (y) applicable rules and regulations from your bank and/or credit union; and (z) changes made to your Shop User Profile’s Linked Account information. Once Rapid Transfer is enabled, the Disbursements are recurring in addition to the Platform Fees assessed with each Disbursement until you disable Rapid Transfer. 

V. LICENSES; INTELLECTUAL PROPERTY

1. Squire’s IP; Squire’s License to You:  All content included in or made available through the Squire Platform or any Squire Services including all text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, Websites, and Applications (collectively, the “Squire IP”) is the property of Squire or its Affiliates, or its content providers; protected by United States and international copyright laws; and Squire owns all right, title and interest therein. Subject to the terms and conditions of this Agreement, Squire hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use and access the Squire Platform, Squire Services and Squire IP as specified on the applicable Order Form during Subscription Term so long as you are a Shop User authorized by your Enterprise Customer, for the sole purpose of lawfully operating Enterprise Customer’s business.  You agree you will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Squire Platform, Squire Services or Squire IP, in any manner not expressly permitted by this Agreement.

2. Enterprise Customer IP; Your License to Us: Use of the Squire Platform and Squire Services may require you to provide Squire access to certain content, including, but not limited to text, graphics, photographs (including your image and likeness), images, audio clips, digital downloads, data (including any personal information), data compilations, Client Data, applications and websites (collectively, “Shop User IP”).  You hereby grant Squire and its Affiliates, a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to (i) use the Shop User IP to display, exhibit, transmit, broadcast, reproduce, record, photograph, digitize, as well as modify, alter, edit, adapt create derivative works, license, or otherwise only as necessary to provide the Squire Services to you and/or as otherwise permitted by this Agreement and (ii) for Squire’s marketing and promotional purposes.  You represent and warrant that: (i) Shop User owns or has otherwise obtained all necessary consents, rights, releases, and permissions to submit all Shop User IP to Squire and to grant the rights granted to Squire in this Agreement and (ii) the Shop User IP and its submission and use as you authorize in this Agreement will not violate (1) any applicable law, (2) any third-party intellectual property, privacy, publicity, or other rights, or (3) any of your or third-party policies or terms governing your Shop User IP.  Other than the rights expressly granted in this Agreement, Squire shall have no other rights with respect to the Shop User IP and Shop User shall retain all right, title and interest therein.

3. Feedback; Your License to Us: You may provide or we may ask you to provide suggestions, comments, input or other feedback (“Feedback”) regarding the Squire Platform and Squire Services. If you provide us with any Feedback, then you grant us a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to use, reproduce, publicly display, distribute, modify, and publicly perform the Feedback as we see fit. Any Feedback you choose to provide is given entirely voluntarily. You understand that you will not receive any compensation for your Feedback, and that we may use any Feedback you provide to improve the Squire Platform and Squire Services or to develop new features and services.

VI. RESTRICTED ACTIVITIES; FRAUD; UNAUTHORIZED TRANSACTIONS

1. Restricted Activities: During the term of this Agreement, in connection with your use of the Squire Platform and Squire Services, you will not engage in any of the following (collectively, “Restricted Activities”):
   i. Breach of this SULA, or any other agreement or policy that you have agreed to with Squire, a Third-Party Provider, or other third party;
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   ii. Violate any law, statute, ordinance, or regulation;
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   iii. Use the Squire Services in connection with any Transactions to purchase or sell, or to facilitate the purchase or sale of, illegal goods or services or any goods or services prohibited by the payment networks or Third-Party Providers, including, but not limited to: unlawful sexually oriented materials or services, counterfeit products, unlawful gambling activities, fraud, money laundering, the funding of terrorist organizations, or the unlawful purchase or sale of tobacco, firearms, prescription drugs, or other controlled substances;
   
   iv. Infringe Squire’s or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
   
   v. Send spam (via email, phone or text);
   
   vi. Use purchased, rented, or third-party Contact Lists;
   
   vii. Act in a manner that is defamatory, libelous, threatening or harassing to the Squire Parties;
   
   viii. Provide false, inaccurate or misleading information;
   
   ix. Engage in debt-collection activities;
   
   x. Instruct the Payment Processor to send or receive what we or it reasonably believes to be potentially fraudulent funds on your behalf;
   
   xi. Refuse to cooperate in an investigation or refuse to provide confirmation of your identity or any information you provide to us;
   
   xii. Attempt to “double-dip” during the course of a Dispute, Chargeback, reversal or other investigation, with “double-dipping” being defined as intentionally or knowingly receiving or intentionally or knowingly attempting to receive funds from both the Payment Processor and another payment processor, financial institution or merchant for the same Transaction;
   
   xiii. Access a Shop User Profile that is linked to another Squire Platform Account that has engaged in any of these Restricted Activities;
   
   xiv. Use the Squire Services in a manner that in Squire’s or the Payment Processor’s judgment is likely to result in or may result in complaints, Disputes, Chargebacks, reversals, fees, fines, penalties or other liability to Squire, other third parties or you;
   
   xv. Engage in “refund abuse” in connection with the use of the Squire Services, including without limitation, abusive or fraudulent returning of Hardware.
   
   xvi. Engage in any Transaction that the Payment Processor, Squire, Visa, MasterCard, Discover, American Express or any other electronic funds transfer network reasonably believes to be an abuse of the card system or a violation of card association or network rules;
   
   xvii. Take any action that imposes an unreasonable or disproportionately large load on our infrastructure (including, without limitation, through the use of any APIs that we may provide); perform penetration testing, facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information; use an anonymizing proxy; use any network monitoring or discovery software, use any robot, spider, other automatic device, or manual process to determine architecture, monitor or copy the Squire Websites, Applications or overall Squire Platform without our prior written permission; or interfere or attempt to interfere with the Squire Services;
   
   xviii. Take any action that may cause us to lose any of the services from our Internet service providers, payment processors, or other suppliers;
   
   xix. Circumvent any Squire policy or determinations about your Shop User Profile such as temporary or indefinite suspensions or other holds, limitations or restrictions, including, but not limited to, engaging in the following actions: attempting to create new or additional Shop User Profiles or Squire Platform Accounts when a Shop User Profile or a Squire Platform Account has been restricted, suspended or otherwise limited; creating new or additional Shop User Profiles or Squire Platform Accounts using information that is not your own (e.g. name, address, email address, etc.); or using someone else’s Shop User Profile or Squire Platform Account;
   
   xx. Transfer or sell access to your Shop User Profile or Shop User Profile ID to any other party; 
   
   xxi. Harass our employees, agents, other Squire Enterprise Customers, and or any consumer user of Squire’s Websites or Applications;
   
   xxii. Use the Squire Services or Payment Processing Services for payroll purposes or to fund or remit payroll or payroll deposits;
   
   xxiii. Decompile, reverse engineer, or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the Services;
   
   xxiv. Violate the security of any computer network, or crack any passwords or security encryption codes;
   
   xxv. Use the Squire Services in a manner that we believe may be a violation of any applicable electronic payment network rules, card association or network rules, National Automated Clearing House Association rules or applicable law; or
   
   xxvi. Cause or facilitate any third-party to engage in the Restricted Activities. 

If your Shop User Profile is used to conduct (or to attempt to conduct) Transactions that we believe are not permitted by this SULA (such as one of the activities set forth above) or applicable law, we may, in our sole discretion, and without waiving any of our rights, freeze, close, suspend, terminate or limit your access to the Squire Services. We reserve the right to refuse to facilitate any Transaction, except as may be prohibited by applicable law. 

2. Monitoring:  Squire and its Third-Party Providers may monitor Transactions for the purpose of identifying fraud or other illicit activity. Based on our monitoring, Squire may suspend your Shop User Profile, or limit your use of the Squire Services, in its sole discretion to (i) mitigate the risk of fraud, unauthorized transactions, or Transaction Losses; (ii) prevent loss (including Transaction Losses) to Squire, you, a Third-Party Provider, or other third parties; (iii) prevent a breach of this Agreement; or (iv) to comply with applicable, Network Rules, or the direction or request of a regulatory or law enforcement agency. Without limiting the foregoing, in the event of (i) – (iv) above, you authorize Squire to instruct Payment Processor to withhold funds for Transactions to mitigate the risk of Chargebacks, Transaction Losses, or other losses.  If you believe your Shop User Profile has been opened or used in an unauthorized manner in connection with a Transaction, please contact us immediately at [email protected]. 

3. Unauthorized Transactions:  If you become aware of any unauthorized charge or use occurring through your Shop User Profile, you should contact Squire customer support at  [email protected] immediately. To the extent that the charge relates to Partner Marketed Services, you should contact the applicable Third-Party Provider as identified in the applicable Third-Party Terms. If Squire suspects unauthorized Transactions, Squire reserves the right to suspend your use of the Squire Services, except as prohibited by the applicable law.

VII. CONFIDENTIALITY

1. “Confidential Information” means any information or data, regardless of whether it is in tangible form, disclosed by either party (“Disclosing Party”) to the other party (“Receiving Party”) that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure, including, without limitation, Client Data, pricing, concepts, processes, plans, designs and other strategies, “know how”, financial, and other business and/or technical information and materials of Disclosing Party and its affiliates. Confidential Information does not include any information which: (i) is publicly available through no breach of the Agreement or fault of Receiving Party; (ii) was properly known by Receiving Party, and to its knowledge, without any restriction, prior to disclosure by Disclosing Party; (iii) was properly disclosed to Receiving Party, and to its knowledge, without any restriction, by another person without breach of Disclosing Party’s rights; or (iv) is independently developed by Receiving Party without use of or reference to the Confidential Information of Disclosing Party.

2. Except as otherwise authorized by Disclosing Party in writing, Receiving Party will not (i) use any Confidential Information of Disclosing Party for any purpose outside of exercising Receiving Party’s rights or fulfilling its obligations under these Terms and (ii) disclose or make Confidential Information of Disclosing Party available to any party, except to its, its Affiliates’, and their respective employees, legal counsel, accountants, contractors, and in our case, subcontractors (collectively, “Representatives”) who have a “need to know” as necessary for Receiving Party to exercise its rights or fulfill its obligations under these Terms. Receiving Party is responsible for its Representatives’ compliance with this Section. Representatives will be legally bound to protect Confidential Information of Disclosing Party under terms of confidentiality that are at least as protective as the terms of this Section. Receiving Party will protect the confidentiality of Confidential Information of Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information but in no event less than reasonable care. 

3. Either party may disclose the confidential information it got from the other party if required by a law, regulation, subpoena, or a court order, if the parties fulfill certain conditions, such as providing notice (if legally allowed) and reasonable cooperation.  Receiving Party may disclose Confidential Information of Disclosing Party if so required pursuant to a regulation, law, subpoena, or court order (collectively, “Compelled Disclosures”), provided Receiving Party gives Disclosing Party notice of a Compelled Disclosure (to the extent legally permitted). Receiving Party will provide reasonable cooperation to Disclosing Party in connection with a Compelled Disclosure at Disclosing Party’s sole expense.

VIII. APP DISTRIBUTION PLATFORM DISCLAIMER

If you download any Squire Applications through the Apple App Store, Google Play or other app store or distribution platform (“App Distribution Platform”), you acknowledge and agree that: (i) these Enterprise Terms are between us, and not with the App Distribution Platform, and that we are responsible for the Applications and Squire Service, not the App Distribution Platform; (ii) the App Distribution Platform has no obligation to furnish maintenance and support services or handle any warranty claims; (iii) the App Distribution Platform is not responsible for addressing any claims you or any third party have relating to the Application; and (iv) the App Distribution Platform is a third party beneficiary of these Enterprise Terms as related to your use of the Application, and the App Distribution Platform will have the right to enforce these Enterprise Terms as related to your use of the Application against you.

IX. WARRANTIES & DISCLAIMERS

1. CLIENT DISCLAIMER: Squire does not have control over the acts or omissions of your Clients.  Squire does not and is not responsible for screening Clients or verifying any information about Clients.  Squire does not assume any responsibility for the accuracy or reliability of any information provided by your Clients on or through the Squire Platform.  YOU ARE RESPONSIBLE FOR YOUR INTERACTIONS WITH YOUR CLIENTS THROUGH THE SQUIRE PLATFORM.

2. TAXES DISCLAIMER:  Squire is not responsible for any taxes that may apply to the goods and services you provide to your Clients and the payments you make or receive.  Squire is not responsible for determining whether taxes apply to Transactions.  Squire is not responsible for the collection, reporting and remittance of the correct taxes arising from any Transaction. YOU ARE RESPONSIBLE FOR ANY TAXES THAT MAY APPLY TO THE GOODS AND SERVICES YOU PROVIDE TO YOUR CLIENTS AND THE PAYMENTS YOU MAKE OR RECEIVE. YOU ARE RESPONSIBLE FOR DETERMINING WHETHER TAXES APPLY TO TRANSACTIONS. YOU ARE RESPONSIBLE FOR THE COLLECTION, REPORTING AND REMITTANCE OF THE CORRECT TAXES ARISING FROM ANY TRANSACTION TO THE APPROPRIATE TAX AUTHORITY. YOU HEREBY AGREE TO COMPLY WITH ANY AND ALL APPLICABLE TAX LAWS IN CONNECTION WITH YOUR USE OF THE SQUIRE SERVICES, INCLUDING WITHOUT LIMITATION, THE REPORTING AND PAYMENT OF ANY TAXES ARISING IN CONNECTION WITH TRANSACTIONS MADE THROUGH THE SQUIRE SERVICES (INCLUDING THE PAYMENT PROCESSING SERVICES), IF ANY.  

3. LOCATION DATA DISCLAIMER:  LOCATION DATA PROVIDED BY THE SQUIRE PLATFORM IS FOR BASIC LOCATION PURPOSES ONLY AND IS NOT INTENDED TO BE RELIED UPON IN SITUATIONS WHERE PRECISE LOCATION INFORMATION IS NEEDED OR WHERE ERRONEOUS, INACCURATE OR INCOMPLETE LOCATION DATA MAY LEAD TO DEATH, PERSONAL INJURY, PROPERTY OR ENVIRONMENTAL DAMAGE. NEITHER SQUIRE, NOR ANY OF ITS CONTENT PROVIDERS, GUARANTEES THE AVAILABILITY, ACCURACY, COMPLETENESS, RELIABILITY, OR TIMELINESS OF LOCATION DATA DISPLAYED BY THE SQUIRE PLATFORM. ANY OF YOUR INFORMATION, INCLUDING GEOLOCATIONAL DATA, YOU UPLOAD, PROVIDE, OR POST ON THE SQUIRE PLATFORM MAY BE ACCESSIBLE TO SQUIRE AND CERTAIN USERS OF THE SQUIRE PLATFORM.

4. NO WARRANTY; DISCLAIMER:  EXCEPT AS EXPRESSLY PROVIDED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SQUIRE PLATFORM AND THE SQUIRE SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE” AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY.  SQUIRE AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS AND LICENSORS (COLLECTIVELY, THE “SQUIRE PARTIES”), MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER FOR THE SQUIRE PLATFORM, SQUIRE SERVICES OR THE CONTENT, MATERIALS, INFORMATION AND FUNCTIONS USED OR MADE ACCESSIBLE BY THE SQUIRE PLATFORM AND SQUIRE SERVICES OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SQUIRE PLATFORM AND SQUIRE SERVICES.  THE SQUIRE PARTIES DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SQUIRE PLATFORM AND SQUIRE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR FREE OR THAT THE SQUIRE PLATFORM AND SQUIRE SERVICES WILL REMAIN UPDATED, COMPLETE OR CORRECT, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE SYSTEMS THAT MAKE THE SQUIRE PLATFORM AND SQUIRE SERVICES AVAILABLE (INCLUDING WITHOUT LIMITATION THE INTERNET, OTHER TRANSMISSION NETWORKS, AND YOUR LOCAL NETWORK AND EQUIPMENT) WILL BE UNINTERRUPTED OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. THE SQUIRE PARTIES SHALL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO, SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF PAYMENT TRANSACTIONS OR THE SQUIRE SERVICES. THE SQUIRE PARTIES SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.‍

X. INDEMNIFICATION

You agree to defend, indemnify and hold harmless Squire, the Squire Parties, and any applicable Third-Party Providers from and against any and all claims, damages, obligations, losses, liabilities, costs, debt and expenses (including but not limited to attorney’s fees) arising from or relating to: (i) your breach of this Agreement, (ii) your improper use of the Squire Platform, Squire Services or Third-Party Services, (iii) your violation of any law, regulation, industry standard, or the rights of a third party (including, but not limited to, infringement of any intellectual property rights of third parties, and failure to obtain requisite consents under any privacy, data protection or consumer protection law), (iv) Transactions, (v) content that you post or transmit, (vi) the goods and services you provide to your Clients, and (vii) any agreement between you and a third party.  You further agree to hold the above parties harmless from losses arising out of actions taken or omitted in good faith by us in reliance upon instructions from you.

XI. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SQUIRE, THE SQUIRE PARTIES AND/OR THE THIRD-PARTY PROVIDERS, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL AND/OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA AND/OR PROFITS, WHETHER OR NOT FORESEEABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY, AND/OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF SQUIRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. 

ADDITIONALLY, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SQUIRE, THE SQUIRE PARTIES AND/OR THE THIRD-PARTY PROVIDERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR BODILY INJURY OR EMOTIONAL DISTRESS AND DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SQUIRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (1) YOUR USE OF OR YOUR INABILITY TO USE THE SQUIRE PLATFORM OR THE SQUIRE SERVICES; (2) DELAYS OR DISRUPTIONS IN THE SQUIRE SERVICES (INCLUDING DELAYS IN FUNDING ACCOUNTS OR PAYMENT PROCESSING OR OTHERWISE FAILED TRANSACTIONS); (3) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING THE SQUIRE PLATFORM OR SQUIRE SERVICES; (4) GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN THE SQUIRE PLATFORM OR SQUIRE SERVICES; (5) THE CONTENT, ACTIONS, OR INACTIONS OF THIRD-PARTIES (INCLUDING WITHOUT LIMITATION THIRD-PARTY SERVICES); (6) A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR SHOP USER PROFILE OR ENTERPRISE CUSTOMER’S SQUIRE PLATFORM ACCOUNT; (7) YOUR NEED TO MODIFY PRACTICES, CONTENT, OR BEHAVIOR, OR YOUR LOSS OF OR INABILITY TO DO BUSINESS, AS A RESULT OF CHANGES TO THE AGREEMENT OR SQUIRE’S POLICIES. SQUIRE RESERVES THE RIGHT TO MODIFY ITS POLICIES AND THIS AGREEMENT AT ANY TIME CONSISTENT WITH THE PROVISIONS OUTLINED HEREIN.

TO THE FULLEST EXTENT PERMITTED BY LAW, SQUIRE’S MAXIMUM AGGREGATE LIABILITY TO YOU IN ANY CIRCUMSTANCE ARISING OUT OF AND/OR RELATING TO THE SQUIRE PLATFORM AND THE SQUIRE SERVICES OR THESE TERMS IS LIMITED TO ONE HUNDRED DOLLARS (US$100.00).

XII. EXPORT LAWS

You acknowledge that the Squire Platform and Squire Services may be subject to applicable import and export laws and regulations of the Enterprise Customer’s country and that of the United States, without limitation. Further, this Agreement may involve items and information that are subject to the International Traffic in Arms Regulations (ITAR) of the U.S. Department of State or Export Administration Regulations (EAR) of the U.S. Department of Commerce, Bureau of Industry and Security.  You shall at all times strictly comply with the applicable import and export laws and regulations of Enterprise Customer’s country, of the United States and any other applicable jurisdiction.  Without limiting the foregoing, you represent that you are not named on any U.S. government list of persons or entities prohibited from receiving exports, and you shall not access or use the Squire Platform and Squire Services in violation of any United States export embargo, prohibition, restriction, law or regulation. 

XIII. LIMITED USE.

The Squire Platform and Squire Services are “Commercial Products” and “Commercial Services” defined at 48 C.F.R. §2.101, and consist of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as defined in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable (the “Applicable D/FAR Regulations”).  Consistent with the Applicable D/FAR Regulations, the Squire Platform and Squire Services are being licensed to the U.S. Government end users only as Commercial Products and Commercial Services and with only those rights that are granted to all other end users pursuant to this Agreement and use, duplication or disclosure by the U.S. Government are subject to the limited rights set forth in the Applicable D/FAR Regulations. No other Federal Acquisition Regulation or Defense Acquisition Regulation or any other governmental terms or rights affecting the license or intellectual property rights of the Squire Platform and Squire Services apply unless explicitly set forth on an applicable Order Form. 

XIV. MISCELLANEOUS

1. Entire Agreement: The Agreement, this SULA, the Enterprise Terms, the Privacy Policy, any Order Form, as well as any additional terms, schedules, appendixes, exhibits, documents, or policies referenced herein, set forth the entire understanding between you and Squire with respect to the Squire Platform and the Squire Services and supersede any prior agreements between you and Squire with respect to the matters set forth herein. In the event of a conflict between this SULA and the Enterprise Terms, the Enterprise Terms shall control to the extent of the conflict.  In the event of a conflict between any applicable Order Form and the Enterprise Terms, the Order Form shall control to the extent of the conflict. 

2. Severability:  Unless stated otherwise in this SULA, if any provision of the SULA is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be struck and the remaining provisions shall be enforced.

3. Survival: All provisions of this Agreement, which by their nature should survive the expiration or termination of this Agreement, including without limitation, sections pertaining to Warranties & Disclaimers, Indemnification, Limitation of Liability, representations made by you and debts owed to Squire, will survive the termination of this Agreement.

4. No Waiver: If we fail to enforce any of our rights under this Agreement, or applicable laws, it shall not be deemed to constitute a waiver of such right.

5. Assignment: You may not transfer or assign any rights or obligations you have under this Agreement without Squire’s prior written consent. Squire reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time. Squire may also subcontract either wholly or partially, any of the Squire Services to its Affiliates or a third party.

6. No Third-Party Beneficiaries:  No third-party shall have any rights to enforce this Agreement.

7. Relationship of the Parties:  Squire is an independent contractor for all purposes. Nothing in this Agreement is intended to, and shall not be construed to, create any joint venture, partnership, employer-employee, franchisor-franchisee, or agency relationship (except to the extent agreed under Section III(c)(iii)) between you and Squire.

8. Governing Law:  This SULA and the relationship between you and Squire shall be governed by the laws of the State of New York without regard to its conflict of law provisions. Other than as provided with respect to arbitration, you and Squire agree to submit to the personal and exclusive jurisdiction of the courts located in New York City, Manhattan, New York County, New York.

9. Jury Waiver: EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS, INCLUDING ANY COMMON LAW OR STATUTORY OR OTHER CLAIMS UNDER LOCAL, STATE, OR FEDERAL LAW.

10. Time Limitations:  You and Squire both agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Agreement must be filed within ONE (1) YEAR after such claim or cause of action arose or be forever barred.

11. Disputes; Arbitration: 
    i. Disputes; Mandatory Informal Dispute Resolution:  We want to address your concerns without needing a formal legal case. Before filing a claim against Squire, you agree to try to resolve the Dispute informally by contacting us at [email protected].  We will try to resolve the Dispute by contacting you via email, but if we cannot resolve the Dispute within thirty (30) days of submission, you and/or Squire agree to resolve any claims related to the Agreement through final and binding arbitration, except as set forth under ‘Exceptions to Agreement to Arbitrate’ section below.
    
    ii. Arbitration Agreement:  Except in the event the claim meets the requirements set forth in the “Exceptions to Agreement to Arbitrate” section below, all claims shall be settled by binding arbitration in accordance with the commercial arbitration rules, in effect at the time the proceedings begin, of the American Arbitration Association. Any such controversy and/or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. All information relating to and/or disclosed by any party in connection with the arbitration of any Disputes shall be treated by the parties, their representatives, and the arbitrator as proprietary business information and shall not be disclosed without prior written authorization of the disclosing party. The arbitration shall be held in New York City, Manhattan, New York County, New York, USA or any other location we agree to. Each party shall bear the burden of its own counsel fees incurred in connection with any arbitration proceedings. THE ARBITRATOR WILL NOT BE EMPOWERED AND DOES NOT HAVE THE AUTHORITY TO HEAR OR DECIDE ANY CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, TO AWARD PUNITIVE OR EXEMPLARY DAMAGES OR TO AWARD ATTORNEYS’ FEES TO THE PREVAILING PARTY.
    
    iii. Exceptions to Agreement to Arbitrate:  Either you and/or Squire may assert claims, if it qualifies, in small claims court in New York City, Manhattan, New York County, New York.  Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use and/or abuse of the Squire Platform, Squire Services, breach of Squire’s confidential information and/or intellectual property infringement (for example, trademark, trade secret, copyright and/or patent rights) without first engaging in arbitration and/or the informal Dispute-resolution process described herein.

12. Force Majeure:  Squire will not be held liable for any delays or failure in performance of any part of the Squire Platform or Squire Services, from any cause beyond our reasonable control. This includes, but is not limited to, acts of God, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, pandemics, nuclear accidents, zombie apocalypse, floods, labor unrest, strikes, telecommunications failures, utility failures, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers, or third-party internet service providers. Nothing in this Section will affect or excuse your liabilities and obligations under the Agreement, including, but not limited to, any payment obligations you may have hereunder.

13. Electronic Signatures:  You agree to the use of electronic signatures (e.g. via PactSafe, Docusign, Hello Sign, Adobe Sign, or otherwise) to enter into this Agreement, Order Forms or otherwise.  Further, you hereby waive any rights or requirements for an original “wet signature” (non-digital) or delivery or retention of non-digital records, to the extent permitted under applicable law. 

14. Electronic Communications: You agree and consent to electronic receipt of all communications that we provide in connection with your Shop User Profile and the Squire Services. You also agree that your electronic consent has and will have the same legal effect as a physical signature. Since the Squire Services are an electronic service, you agree that Squire has no obligation to send, and you have no right to receive, communications in paper form, unless otherwise required by applicable law. We will provide communications to you by making them available through your Shop User Profile or by emailing them to you at the primary email address listed in your Shop User Profile.

15. Notices:  As noted above relating to the electronic communications authorized in Section XIV(n), you acknowledge and agree that any notices provided by Squire as required by law or pursuant to the terms of this Agreement may be delivered to you by making them available through your Shop User Profile or by emailing them to you at the email address listed in your Shop User Profile.  You hereby consent to receive notice from Squire through these electronic means, and such notices shall be deemed effective when sent on the next immediate business day.  Any notices to Squire must be delivered via email to [email protected] with a hard copy to follow via first class registered U.S. mail or overnight courier to Squire Technologies, Inc., 216 Bowery, 3^rd Fl, New York, NY 10012, Attn: Legal Department.

16. Support:  For more information, insight, and articles about utilizing the Squire Platform and Squire Services, please visit our FAQ page at http://getsqr.co/support.  Otherwise, please feel free to reach out to us directly at [email protected].