Square Commercial Entity Agreement

(a) The member, not Square, is the company authorized to have you directly accept the products of the card brand. (b) The Member shall be one of the principal (signatories) to this Agreement. (c) The Member is responsible for informing you of the relevant Visa and Mastercard rules that you must comply with; however, this information may be provided to you by Square. (d) Subject to this Agreement, the Member is responsible for providing you with settlement funds and must provide them to you. e) The Member is responsible for all settlement funds before financing them. In the event of a failed attempt to recover funds from you, restoration permits will include your granting of new original permits to Square to recover all or less than the total amount you owe and/or belong to us. Restoration permits include all permits to take the above actions without notice, and regardless of (i) if we have made a claim in accordance with these Payment Terms, the Terms and Conditions or any other agreement you have with us; and (ii) whether the obligation is conditional, due or not yet due. Collection authorizations include all authorizations to perform the above steps in full compliance with the network rules (as defined in these Payment Terms) and the operating rules and policies of the National Automated Clearing House Association – The Electronic Payments Association (“NACHA Rules”). You agree that your issuance of collection authorizations will have the same legal effect as if you had signed a document with the same conditions. Limitation. Notwithstanding anything to the contrary in this ABL, in no event shall the parties to this Agreement or their affiliates or their respective directors, officers, employees, agents or subcontractors be liable under any theory of tort, contract, strict or any other legal theory for loss of profits, loss of revenue, loss of business opportunities, exemplary, punitive, special, incidental, indirect or consequential damages. any of them is hereby excluded by agreement of the parties, whether such damages are foreseeable or whether a party or company has been advised of the possibility of such damages.

Notwithstanding anything to the contrary in this AGREEMENT, in no event shall Wells Fargo be liable for any delays or errors in the provision of the Services caused by our service providers or other parties or events beyond our reasonable control, including PayPal. Notwithstanding anything to the contrary in this CPA, the cumulative liability of the parties for all losses, claims, suits, controversies, violations or damages for any reason whatsoever (including those arising out of or in connection with these GTC) and regardless of the form of action or legal theory and whether or not it arises from contract or tort (with the exception of negligence and wilful misconduct and of wilful misconduct). misconduct), does not exceed the total volume of all transactions. expressed in an amount in U.S. dollars processed under this CEA. The above judgment does not exclude any liability of any party for death or personal injury caused by negligence or fraud, deception or fraudulent misrepresentation, regardless of the cause. If you accept a lot of payments, card brands may ask you to also enter into an agreement directly with them, called a “business entity agreement”. Paymentech agrees to indemnify and hold Seller harmless from and against any and all losses, liabilities, damages and expenses: (a) arising out of any breach of any warranty, agreement or arrangement or misrepresentation by any of us under this Agreement; or (b) due to gross negligence or wilful misconduct on our part or that of our employees under this Agreement. Seller agrees to indemnify and hold Paymentech harmless from and against all losses, liabilities, damages and expenses: (a) arising out of any breach by Seller of any warranty, agreement or arrangement or misrepresentation under this Agreement; (b) resulting from the negligence or wilful misconduct of Seller or its employees in connection with transactions or otherwise the supply by Seller of goods and services to customers; (c) resulting from Seller`s use of the Square Service; (d) arising out of indemnification of third parties to whom Paymentech is bound or liabilities or other obligations that Paymentech may incur as a result of Seller`s actions (including indemnification or liabilities to a card brand or card issuing bank). This Agreement constitutes the entire agreement between Seller and Paymentech with respect to the matters contained herein and supersedes all prior agreements between the parties. For clarity, this Agreement does not supersede the Seller Agreement between Seller and Square.

Seller agrees that it did not rely on any representation by Paymentech or its agents when entering into this Agreement. The parties acknowledge and agree that (i) this Agreement applies only to Transaction Data generated in the United States; and (ii) it is a commercial services contract. We do not guarantee 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 mobile service provider. You may not use a modified device to use the Services if the change is contrary to the manufacturer`s software or hardware policies, including disabling hardware or software controls, sometimes referred to as “jailbroken.” The Member agrees to indemnify and hold you harmless from and against any and all losses, liabilities, damages and expenses arising out of and/or arising out of: (i) any breach of any warranty, objection or agreement or misrepresentation by us under this Agreement; or (ii) gross negligence or wilful misconduct on our part or our employees under this Agreement. “Member” means JPMorgan Chase Bank, N.A. . . .