PLEASE READ THE TERMS AND CONDITIONS CAREFULLY. THE TERMS AND CONDITIONS (“AGREEMENT”) CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND SQUARE EATS PROPRIETARY LIMITED., A BOTSWANA COMPANY, AND ITS SUBSIDIARIES AND AFFILIATED COMPANIES (COLLECTIVELY, “SQUARE EATS,” “WE,” “US,” OR “OUR”).
SECTION 12 OF THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, SECTION 12 SETS FORTH OUR ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, EXCEPT AS SET FORTH IN SECTION 12(G); AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. THE ARBITRATION AGREEMENT COULD AFFECT YOUR RIGHT TO PARTICIPATE IN PENDING PROPOSED CLASS ACTION LITIGATION. PLEASE SEE SECTION 12 FOR MORE INFORMATION REGARDING THIS ARBITRATION AGREEMENT, THE POSSIBLE EFFECTS OF THIS ARBITRATION AGREEMENT, AND HOW TO OPT OUT OF THE ARBITRATION AGREEMENT.
1. Acceptance of this Agreement
Square Eats, provides an online marketplace connection, using web-based technology that connects you and other consumers, restaurants and/or other businesses and independent delivery contractors (“Contractors”). Square Eats software permits consumers to place orders for food and/or other goods from various restaurants and businesses, either for delivery or pickup (the “Software”). Once a delivery order is made, the Software notifies Contractors that a delivery opportunity is available and the Software facilitates completion of the delivery to the consumer. Once a pickup order is made, the Software communicates with the customer regarding the availability of the order for pickup. Square Eats is not a restaurant, delivery service, or food preparation business.
If you access any of our websites located at https://sqeats.com , install or use our Square Eats mobile application, install or use any other software supplied by Square Eats, or access any information, function, or service available or enabled by Square Eats (each, a “Service” and collectively, the “Services”), or complete the Square Eats account registration process, you, your heirs, assigns, and successors (collectively, “you” or “your”) hereby represent and warrant that:
- (a) you have read, understand, and agree to be bound by this Agreement;
- (b) you are of legal age in the country in which you reside to form a binding contract with Square Eats; and
- (c) you have the authority to enter into the Agreement personally and, if applicable, on behalf of any organization on whose behalf you have created an account and to bind such organization to the Agreement.
The terms “User” and “Users” refer to all individuals and other persons who access or use the Services, including, without limitation, any organizations that register accounts or otherwise access or use the Services through their respective representatives. Except as otherwise provided in this Agreement, if you do not agree to be bound by the Agreement, you may not access or use the Services.
Subject to Section 12(k) of this Agreement, Square Eats reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Software or Services at any time, effective upon posting of an updated version of this Agreement through the Services. You should regularly review this Agreement, as your continued use of the Services after any such changes constitutes your agreement to such changes.
3. Additional Terms and Policies
4. Rules and Prohibitions
Without limiting other rules and prohibitions in this Agreement, by using the Services, you agree that:
- (a) You will only use the Services for lawful purposes; you will not use the Services for sending or storing any unlawful material or for deceptive or fraudulent purposes; and you will not engage in conduct that harms other Users, Square Eats employees, or our community.
- (b) You will only use the Services in accordance with all applicable laws, including copyrights, trade secrets, or other rights of any third party, including privacy or publicity rights.
- (c) You will only access the Services using means explicitly authorized by Square Eats.
- (d) You will not use another User’s account, impersonate any person or entity, or forge or manipulate headers or identifiers to disguise the origin of any content transmitted through the Services.
- (e) You will not use the Services to cause nuisance, annoyance or inconvenience.
- (f) You will not use the Services, or any content accessible through the Services, for any commercial purpose, including but not limited to contacting, advertising to, soliciting or selling to, any Merchant, User or Contractor, unless Square Eats has given you prior permission to do so in writing.
- (g) You will not copy or distribute the Software or any content displayed through the Services, including Merchants’ menu content and reviews, for republication in any format or media.
- (h) You will not compile, directly or indirectly, any content displayed through the Services except for your personal, non-commercial use.
- (i) The information you provide to us when you register an account or otherwise communicate with us is accurate, you will promptly notify us of any changes to such information, and you will provide us with whatever proof of identity we may reasonably request.
- (j) You will keep secure and confidential your account password or any identification credentials we provide you which allows access to the Services.
- (k) You will use the Software and Services only for your own use and will not directly or indirectly resell, license or transfer the Software, Services or content displayed by the Services to a third party.
- (l) You will not use the Services in any way that could damage, disable, overburden or impair any Square Eats server, or the networks connected to any Square Eats server.
- (m) You will not attempt to gain unauthorized access to the Services and/or to any account, resource, computer system, and/or network connected to any Square Eats server.
- (n) You will not probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures Square Eats may use to prevent or restrict access to the Services or use of the Services or the content therein.
- (o) You will not deep-link to our websites or access our websites manually or with any robot, spider, web crawler, extraction software, automated process and/or device to scrape, copy, index, frame, or monitor any portion of our websites or any content on our websites.
- (p) You will not scrape or otherwise conduct any systematic retrieval of data or other content from the Services.
- (q) You will not try to harm other Users, Square Eats, or the Services in any way whatsoever.
- (s) You will report any errors, bugs, unauthorized access methodologies or any breach of our intellectual property rights that you uncover in your use of the Services.
- (t) You will not abuse our promotional or credit code system, including by redeeming multiple coupons at once or by opening multiple accounts to benefit from offers available only to first-time users.
- (u) You will not attempt to undertake any of the foregoing.
In the event that we believe or determine that you have breached any of the aforementioned, we reserve the right to suspend and/or permanently deactivate your account at our sole discretion.
5. Contractors and Merchants Are Independent
You understand and agree that Square Eats provides a technology platform connecting you with independent food service providers and others that provide the products offered through the Services (“Merchants”), and independent third-party contractors who provide delivery services (“Contractors”). You acknowledge and agree that Square Eats does not itself prepare food or offer delivery services, and has no responsibility or liability for the acts or omissions of any Merchant or any Contractor. Merchant is the retailer; the services offered by Square Eats pursuant to this Agreement do not include any retail services or any food preparation services. Square Eats is not in the delivery business nor is it a common carrier. Square Eats provides a technology platform facilitating the transmission of orders by Users to Merchants for pickup or delivery by Contractors. Square Eats will not assess or guarantee the suitability, legality or ability of any Contractor or Merchant. You agree that Square Eats is not responsible for the Merchants’ food preparation or the safety of the food or whether the photographs or images displayed through the Services accurately reflect the food prepared by the Merchants and/or delivered by the Contractor, and does not verify Merchants’ compliance with applicable laws or regulations. Square Eats has no responsibility or liability for acts or omissions by any Merchant or Contractor.
You agree that the goods that you purchase will be prepared by the Merchant you have selected, that title to the goods passes from the Merchant to you at the Merchant’s location, and that, for delivery orders, the Contractor will be directed by your instructions to transport the products to your designated delivery location. You agree that neither the Contractor nor Square Eats holds title to or acquires any ownership interest in any goods that you order through the Services.
6. User Account
You may be required to register for an account to use parts of the Services. You must provide accurate, current, and complete information during the registration process and at all other times when you use the Services, and to update the information to keep it accurate, current, and complete. You are the sole authorized user of any account you create through the Services. You are solely and fully responsible for all activities that occur under your password or account. You agree that you shall monitor your account to prevent use by minors, and you will accept full responsibility for any unauthorized use of your password or your account. You may not authorize others to use your User status, and you may not assign or otherwise transfer your User account to any other person or entity. Should you suspect that any unauthorized party may be using your password or account, you will notify Square Eats immediately. Square Eats will not be liable and you may be liable for losses, damages, liability, expenses, and fees incurred by Square Eats or a third party arising from someone else using your account, regardless of whether you have notified us of such unauthorized use. If you provide any information that is untrue, inaccurate, not current, or incomplete, or Square Eats has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, Square Eats has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof). We may enable or require you to use a single pair of login credentials to use the Square Eats services. You agree not to create an account or use the Services if you have been previously removed by Square Eats, or if you have been previously banned from use of the Services.
7. User Content
(a) User Content. Square Eats may provide you with interactive opportunities through the Services, including, by way of example, the ability to post User ratings and reviews (collectively, “User Content”). You represent and warrant that you are the owner of, or otherwise have the right to provide, all User Content that you submit, post and/or otherwise transmit through the Services. You further represent and warrant that any User Content that you submit, post and/or otherwise transmit through the Services (i) does not violate any third-party right, including any copyright, trademark, patent, trade secret, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) does not contain material that is false, intentionally misleading, or defamatory; (iii) does not contain any material that is unlawful; (iv) does not violate any law or regulation; and (v) does not violate this Agreement. You hereby grant Square Eats a perpetual, irrevocable, transferable, fully paid, royalty-free, non-exclusive, worldwide, fully sublicenseable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works, distribute and/or otherwise use the User Content in connection with Square Eats business and in all forms now known or hereafter invented (“Uses”), without notification to and/or approval by you. You further grant Square Eats a license to use your username, first name and last initial, and/or other User profile information, including without limitation, your ratings history, to attribute User Content to you in connection with such Uses, without notification or approval by you. You agree that this license includes the right for other Users to access and use your User Content in conjunction with participation in the Services and as permitted through the functionality of the Services. In the interest of clarity, the license granted to Square Eats herein shall survive termination of the Services or your account. Square Eats reserves the right in its sole discretion to remove or disable access to any User Content from the Services, suspend or terminate your account at any time, or pursue any other remedy or relief available under equity or law if you post any User Content that violates this Agreement or any community or content guidelines we may publish or that we consider to be objectionable for any reason. You agree that Square Eats may monitor and/or delete your User Content (but does not assume the obligation) for any reason in Square Eats sole discretion. Square Eats may also access, read, preserve, and disclose any information as Square Eats reasonably believes is necessary to (a) satisfy any applicable law, regulation, legal process, or governmental request, (b) enforce this Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security, or technical issues, (d) respond to User support requests, or (e) protect the rights, property or safety of Square Eats, its Users and the public.
(b) Feedback. You agree that any submission of any ideas, suggestions, and/or proposals to Square Eats through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Square Eats has no obligations (including without limitation, obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback and you hereby grant to Square Eats a perpetual, irrevocable, transferable, fully-paid, royalty-free, non-exclusive, worldwide, fully sublicensable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works, distribute and/or otherwise use such Feedback.
(c) Ratings and Reviews. To the extent that you are asked to rate and post reviews of Merchants or other businesses (“Ratings” and “Reviews”), such Ratings and Reviews are considered User Content and are governed by this Agreement. Ratings and Reviews are not endorsed by Square Eats and do not represent the views of Square Eats or its affiliates. Square Eats shall have no liability for Ratings and Reviews or for any claims for economic loss resulting from such Ratings and Reviews. Because we strive to maintain a high level of integrity with respect to Ratings and Reviews posted or otherwise made available through the Services, you agree that: (i) you will base any Rating or Review on first-hand experience with the Merchant or business; (ii) you will not provide a Rating or Review for any Merchant or business for which you have an ownership interest, employment relationship or other affiliation or for any of that company’s competitors; (iii) you will not submit a Rating or Review in exchange for payment, free food items, or other benefits from a Merchant or business; (iv) any Rating or Review you submit will comply with the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising; and (v) your Rating or Review will comply with the terms of this Agreement. If we determine, in our sole discretion, that any Rating or Review could diminish the integrity of the Ratings and Reviews or otherwise violates this Agreement, we may remove such User Content without notice.
8. Communications with Square Eats
By creating a Square Eats account, you electronically agree to accept and receive communications from Square Eats, Contractors, or third parties providing services to Square Eatsincluding via email, text message, calls, and push notifications to the cellular telephone number you provided to Square Eats. You understand and agree that you may receive communications generated by automatic telephone dialing systems and/or which will deliver prerecorded messages sent by or on behalf of Square Eats, its affiliated companies, and/or Contractor, including but not limited to communications concerning orders placed through your account on the Services. Message and data rates may apply. If you do not wish to receive promotional emails, text messages, or other communications, you may change your notification preferences by accessing Settings in your account. To opt-out of receiving promotional text messages from Square Eats, you must reply “STOP” from the mobile device receiving the messages. For purposes of clarity, delivery text messages between you and Drivers are transactional text messages, not promotional text messages.
9. E-SIGN Disclosure
By creating a Square Eats account, you also consent to the use of an electronic record to document your agreement. You may withdraw your consent to the use of the electronic record by emailing Square Eats at [email protected] with “Revoke Electronic Consent” in the subject line.
To view and retain a copy of this disclosure, you will need (i) a device (such as a computer or mobile phone) with a web browser and Internet access and (ii) either a printer or storage space on such device. For a free paper copy, or to update our records of your contact information, email Square Eats at [email protected] with contact information and your mailing address.
10. Intellectual Property Ownership
Square Eats alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Software and the Services. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Software or the Services, or any intellectual property rights owned by Square Eats. Square Eats names, Square Eats logos, and the product names associated with the Software and Services are trademarks of Square Eats or third parties, and no right or license is granted to use them. You agree that you will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Software or the Services.
11. Payment Terms
(a) Prices & Charges. You understand that: (a) the prices for menu or other items displayed through the Services may differ from the prices offered or published by Merchants for the same menu or other items and/or from prices available at third-party websites and that such prices may not be the lowest prices at which the menu or other items are sold; (b) Square Eats has no obligation to itemize its costs, profits or margins when publishing such prices; and (c) Square Eats reserves the right to change such prices at any time, at its discretion. For certain transactions, the subtotals shown at checkout are estimates that may be higher or lower depending on the final in-store totals. In those situations, Square Eats reserves the right to charge your payment method the final price after checkout. You are liable for all transaction taxes on the Services provided under this Agreement (other than taxes based on Square Eats’ income). In the event that the charge to your payment method may incorrectly differ from the total amount, including subtotal, fees, and gratuity, displayed to you at checkout and/or after gratuity is selected, Square Eats reserves the right to make an additional charge to your payment method after the initial charge so that the total amount charged is consistent with the total amount displayed to you at checkout and/or after gratuity is selected. All payments will be processed by Square Eats or its payments processor, using the preferred payment method designated in your account. If your payment details change, your card provider may provide us with updated card details. We may use these new details or details from other cards on file in order to help prevent any interruption to your Use of the Services. If you would like to use a different payment method or if there is a change in payment method, please update your billing information.
(b) No Refunds. Charges paid by you for completed and delivered orders are final and non-refundable. Square Eats has no obligation to provide refunds or credits but may grant them, in each case in Square Eats sole discretion.
(c) Promotional Offers and Credits.Square Eats, at its sole discretion, may make promotional offers with different features and different rates to any User. These promotional offers are subject to the terms of this Agreement and may be valid only for certain Users as indicated in the offer. You agree that promotional offers: (i) may only be used by the intended audience, for the intended purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public, unless expressly permitted by Square Eats; (iii) are subject to the specific terms that Square Eats establishes for such promotional offer; (iv) cannot be redeemed for cash or cash equivalent; and (v) are not valid for use after the date indicated in the offer or in Square Eats Terms and Conditions for Promotional Offers and Credits. Square Eats reserves the right to withhold or deduct credits or benefits obtained through a promotion in the event that Square Eats determines or believes that the redemption of the promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in violation of the applicable promotion terms or this Agreement. Square Eats reserves the right to modify or cancel an offer at any time. Square Eats Terms and Conditions for Promotional Offers and Credits (the current version of which is available at https://sqeats.com/promotions/ and which is incorporated in this Agreement by reference) apply to all promotional offers. You agree that we may change Square Eats Terms and Conditions for Promotional Offers and Credits at any time. Square Eats may also offer gratuitous credits, which can be used for the Services. Any credit issued by Square Eats is valid for 6 months from the date of issue except to the extent prohibited under applicable law and may not be redeemed for cash or cash equivalent. Upon expiration, credits will be removed from your account. Expired credits are no longer redeemable and cannot be used towards any order. Credits issued through a User’s Square Eats account may only be redeemed through that respective brand’s Services.
(d) Fees for Services. Square Eats may change the fees for our Services as we deem necessary or appropriate for our business, including but not limited to Delivery Fees, Service Fees, Small Order Fees, and Surge Fees. Square Eats may also charge merchants fees on orders that you place through the Services, including commissions and other fees, and may change those merchant fees as we deem necessary or appropriate for our business or to comply with applicable law.
(e) Referral Program. Square Eats Referral Program Terms and Conditions are available at https://sqeats.com/referral-terms/ (“Referral Program”). Under the Referral Program, Square Eats offers its registered Users in good standing the opportunity to earn gratuitous Square Eats credits as promotional rewards by inviting their eligible friends to register as new Square Eats Users and place their initial order through the Services by using a unique referral ID link (“Personal Link”). For each Qualified Referral (as defined in the Referral Program) generated through a User’s Personal Link, the User may receive a gratuitous credit as specified on Square Eats Referral Program page. You agree that we may change the terms and conditions of the Referral Program or terminate the Referral Program at any time.
(f) SquarePass Subscriptions. General: Square Eats is an automatically renewing subscription requiring recurring payments. A SquarePass subscription grants you access to reduced fees on orders placed through the Services for eligible restaurants with a minimum subtotal as stated when you sign up (excluding taxes and tips) (“Reduced Fees”). Reduced Fees and other SquarePass benefits may be redeemed only at eligible restaurants, as indicated through the Services. Square Eats reserves the right to change whether a restaurant is eligible for SquarePass at any time with or without notice. SquarePass orders are subject to delivery driver and geographic availability, and taxes may apply to the cost of the items you order. You may provide an optional gratuity. Depending on the conditions as stated when you sign up, Service Fees and other fees may apply. We reserve the right to add and modify fees as discussed in this Section. Your SquarePass benefits will extend to both Square Eats when you register for a SquarePass subscription.
SquarePass is offered for a monthly or yearly fee payable at the start of the relevant period. By signing up for SquarePass and providing Square Eats with your payment account information, you agree that: (a) you will be charged your first SquarePass subscription fee and any applicable taxes on the date you purchase your SquarePass subscription; (b) you authorize Square Eats and its service providers to store your payment method for the purpose of executing future SquarePass auto-renewal transactions; (c) UNLESS YOU CANCEL, BY DEFAULT (AND WITH PRIOR NOTICE ONLY TO THE EXTENT REQUIRED BY APPLICABLE LAW), YOUR SQUAREPASS SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF THE THEN-CURRENT SUBSCRIPTION PERIOD, and (d) AT THE TIME OF RENEWAL, SQUARE EATS WILL AUTOMATICALLY CHARGE THE THEN-CURRENT SQUAREPASS FEE AND ANY APPLICABLE TAXES TO AN ELIGIBLE PAYMENT METHOD THAT WE HAVE ON FILE FOR YOU. If your payment details change, your card provider may provide us with updated card details. We may use these new details or details from other cards on file in order to help prevent any interruption to your SquarePass subscription. If you would like to use a different payment method or if there is a change in payment method, please update your billing information.
Corporate SquarePass Subscriptions: Notwithstanding any other provision in these terms, you may be eligible for a complimentary SquarePass subscription when your employer registers for a Corporate SquarePass Subscription. If you have a complimentary SquarePass subscription through your employer, your account will begin and end in accordance with the terms of your employer’s corporate subscription unless your subscription is otherwise cancelled. To receive the subscription benefits, you must register using your corporate email address and be an authorized user added by your employer, and then click the activation button.
Trial or Promotional Subscriptions: From time to time, Square Eats offers some customers trial or other promotional subscriptions to SquarePass. Such trial or promotional subscriptions are subject to this Agreement and the Square Eats Terms and Conditions for Promotional Offers and Credits except as otherwise stated in the promotional offer. When your free trial period has expired, your subscription will automatically convert into a paid SquarePass subscription, and Square Eats will bill you the applicable fee. If you cancel SquarePass before the trial period has expired, Square Eats will not charge you for the SquarePass subscription. If you purchase a SquarePass subscription with a promotional code, each time your SquarePass subscription renews, you will be charged the full billing amount. Only one trial or promotional subscription is available per household. If your SquarePass subscription is ever terminated for any reason, you shall not be eligible for a free trial on any subsequent SquarePass subscription.
Cancellations: You can cancel your SquarePass subscription at any time through the Services. Instructions on how to cancel are available here and on Caviar here. You must cancel at least one (1) day before the next-scheduled subscription renewal date to avoid being charged for the next subscription period (e.g., if renewal date is January 10, you must cancel by 11:59:59 pm GMT on January 9).
If you participated in a free trial or other promotional subscription period for SquarePass, you may cancel within the first 48 hours of your paid SquarePass subscription and receive a full refund of your SquarePass fee (as applicable).
For monthly subscribers, if you cancel your SquarePass subscription within the first 48 hours and have not placed a SquarePass-eligible order during that period, Square Eats may, in its sole discretion, refund your SquarePass fee. For annual subscribers, if you cancel your SquarePass subscription within thirty (30) days of placing your first SquarePass-eligible order, Square Eats may, in its sole discretion, refund your SquarePass annual fee.
If you cancel your SquarePass subscription at any other time, you will not receive a refund, but you can continue to enjoy the Reduced Fees and other SquarePass benefits through the end of your then-current subscription period.
Updates and Changes: The SquarePass prices and features may change in the future. If Square Eats changes the monthly or annual fee charged for a SquarePass subscription, Square Eats will notify you and provide you with the opportunity to change your subscription before SquarePass is renewed for another subscription term. Your continued use of the Services after the change becomes effective will constitute your acceptance of the fee change. If you do not wish to continue subscribing with the new fees, you may cancel your SquarePass subscription within the specified notice period. Any SquarePass subscriptions will be subject to the terms and conditions in effect at the time you sign up or your subscription renews. Square Eats may also make such changes with respect to current SquarePass subscriptions. In that case, Square Eats will provide you with notice via email of the changes and when those changes will take effect. If you disagree with the changes to your current SquarePass subscription terms and conditions, you may cancel your SquarePass subscription and receive a refund of your subscription fee on a pro-rata basis calculated from the end of the month during which you cancel the subscription.
No Transfer or Assignments & Cancellations by Square Eats: Your SquarePass subscription cannot be transferred or assigned. Square Eats reserves the right to accept, refuse, suspend, or cancel your SquarePass subscription at any time in its sole discretion. If Square Eats cancels your SquarePass subscription, you will receive a refund of your subscription fee on a pro-rata basis calculated from the end of the month during which your subscription was cancelled, unless Square Eats terminates your account or your SquarePass subscription because it determines, in its sole discretion, that your actions or your use of the Services violates this Agreement or has harmed another User.
(g) Gift Cards. Except as provided below, Gift Cards may be redeemable towards eligible orders placed on www.sqeats.com or Square Eats apps in regions where Square Eats is available. But if you have a Gift Card that was purchased and used 15 November, 2020, you must use any remaining balance of that Gift Card on the service (Square Eats) where the card was first redeemed. Gift Cards are made available and provided by Square Eats Proprietary Limited. Gift Cards are not redeemable for cash except when required by applicable law.
12. Dispute Resolution.
PLEASE READ THE FOLLOWING SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH SQUARE EATS AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. THIS SECTION 12 OF THIS AGREEMENT SHALL BE REFERRED TO AS THE “ARBITRATION AGREEMENT”.
(a) Scope of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Services as a User of the Services, to any advertising or marketing communications regarding Square Eats or the Services, to any products or services sold or distributed through the Services that you received as a User of our Services, or to any aspect of your relationship or transactions with Square Eats as a User of our Services will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Square Eats may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement.
13. Third-Party Interactions.
(a) Third-Party Websites, Applications and Advertisements. The Services may contain links to third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”) and advertisements (“Third-Party Advertisements”) (collectively, “Third-Party Websites & Advertisements”). When you click on a link to a Third-Party Website, Third-Party Application or Third-Party Advertisement, Square Eats will not warn you that you have left Square Eats website or Services and will not warn you that you are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites & Advertisements are not under the control of Square Eats. Square Eats is not responsible for any Third-Party Websites, Third-Party Applications or any Third-Party Advertisements. Square Eats does not review, approve, monitor, endorse, warrant, or make any representations with respect to such Third-Party Websites & Advertisements, or their products or services. You use all links in Third-Party Websites & Advertisements at your own risk. You should review applicable terms and policies, including privacy and data gathering practices of any Third-Party Websites or Third-Party Applications, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
(b) App Stores. You acknowledge and agree that the availability of the Software and the Services is dependent on the third party from which you received the application license, e.g., the Apple iPhone or Android app stores (“App Store”). You acknowledge and agree that this Agreement is between you and Square Eats and not with the App Store. Square Eats, not the App Store, is solely responsible for the Software and the Services, including the mobile application(s), the content thereof, maintenance, support services and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Software and the Services, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Software or the Services. You agree to comply with, and your license to use the Software and the Services is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using the Software or the Services. You represent and warrant that you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and you represent and warrant that you are not listed on any U.S. Government list of prohibited or restricted parties. You acknowledge and agree that each App Store (and its affiliates) is an intended third-party beneficiary of this Agreement and has the right to enforce the terms and conditions of this Agreement.
14. Social Media Guidelines.
Square Eats maintains certain social media pages for the benefit of the Square Eats community. By posting, commenting, or otherwise interacting with these pages, you agree to abide by our Social Media Community Guidelines.
15. Transactions Involving Alcohol
You may have the option to request delivery of alcohol products in some locations and from certain Merchants. If you receive your delivery in Botswana, you agree that you will only order alcohol products if you are 18 years of age or older. If you receive your delivery in another country, you agree that you will only order alcohol products if you are of legal age to purchase alcohol products in the relevant country. You also agree that, upon delivery of alcohol products, you will provide valid government-issued identification proving your age to the Contractor delivering the alcohol products and that the recipient will not be intoxicated when receiving delivery of such products. If you order alcohol products, you understand and acknowledge that neither Square Eats nor the Contractor can accept your order of alcohol products, and the order will only be delivered if the Merchant accepts your order. The Contractor reserves the right to refuse delivery if you are not 18 years old, if you cannot provide a valid government issued ID, if the name on your ID does not match the name on your order, or you are visibly intoxicated. If the Contractor is unable to complete the delivery of alcohol products for one or more of these reasons, you are subject to a non-refundable P200 (R200) re-stocking fee.
You agree to indemnify and hold harmless Square Eats and its officers, directors, employees, agents and affiliates (each, an “Indemnified Party”), from and against any losses, claims, actions, costs, damages, penalties, fines and expenses, including without limitation, attorneys’ fees and expenses, that may be incurred by an Indemnified Party arising out of, relating to or resulting from (a) your User Content; (b) your misuse of the Software or Services; (c) your breach of this Agreement or any representation, warranty or covenant in this Agreement; or (d) your violation of any applicable laws, rules or regulations through or related to the use of the Software or Services. In the event of any claim, allegation, suit or proceeding alleging any matter potentially covered by the agreements in this Section, you agree to pay for the defense of the Indemnified Party, including reasonable costs and attorneys’ fees incurred by the Indemnified Party. Square Eats reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Square Eats in asserting any available defenses. This provision does not require you to indemnify any Indemnified Party for any unconscionable commercial practice by such party, or for such party’s negligence, fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Software or Services. You agree that the provisions in this section will survive any termination of your account, this Agreement, or your access to the Software and/or Services.
17. Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT OF LAW, YOUR USE OF THE SOFTWARE AND SERVICES IS ENTIRELY AT YOUR OWN RISK. CHANGES ARE PERIODICALLY MADE TO THE SOFTWARE AND SERVICES AND MAY BE MADE AT ANY TIME WITHOUT NOTICE TO YOU. THE SOFTWARE AND SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SQUARE EATS MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE CONTENT MADE AVAILABLE THROUGH THE SOFTWARE OR SERVICES, OR THE SERVICES, SOFTWARE, TEXT, GRAPHICS OR LINKS.
SQUARE EATS DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES WILL OPERATE ERROR-FREE OR THAT THE SOFTWARE OR SERVICES ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL MALWARE. IF YOUR USE OF THE SOFTWARE OR SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, SQUARE EATS SHALL NOT BE RESPONSIBLE FOR THOSE ECONOMIC COSTS.
18. Internet Delays
19. Breach And Limitation of Liability
(a) General. You understand and agree that a key element of the Services and this Agreement is your and our mutual desire to keep the Services simple and efficient, and to provide the Software and Services at low cost. You understand and agree to the limitations on remedies and liabilities set forth in this Section 19 to keep the Software and Services simple and efficient, and costs low, for all Users.
(b) Disclaimer of Certain Damages.TO THE FULLEST EXTENT OF LAW, SQUARE EATS SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, LOST PROFITS, PAIN AND SUFFERING, EMOTIONAL DISTRESS, AND LOSS OF DATA, REVENUE, USE AND ECONOMIC ADVANTAGE).
20. Exclusive Venue
To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Square Eats agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in courts located in Botswana.
If you violate this Agreement, Square Eats may respond based on a number of factors including, but not limited to, the egregiousness of your actions and whether a pattern of harmful behavior exists.
In addition, at its sole discretion, Square Eats may modify or discontinue the Software or Service, or may modify, suspend or terminate your access to the Software or the Services, for any reason, with or without notice to you and without liability to you or any third party. In addition to suspending or terminating your access to the Software or the Service, Square Eats reserves the right to take appropriate legal action, including without limitation, pursuing civil, criminal or injunctive redress. Even after your right to use the Software or the Services is terminated, this Agreement will remain enforceable against you. All provisions which by their nature should survive to give effect to those provisions shall survive the termination of this Agreement.
22. Procedure for Making Claims of Copyright Infringement.
It is Square Eats' policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to Square Eats by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on the Services of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for Square Eats Copyright Agent for notice of claims of copyright infringement is as follows: General Counsel, Square Eats, Email: [email protected]
(a) No Joint Venture or Partnership. No joint venture, partnership, employment, or agency relationship exists between you, Square Eats or any third-party provider as a result of this Agreement or use of the Software or Services.
(b) Choice of Law. This Agreement is governed by the laws of the State of Delaware consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of any other jurisdiction.
(c) Severability. Except as otherwise provided in this Agreement, if any provision of this Agreement is found to be invalid, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
(d) Consumer Complaints. In accordance with California Civil Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
(e) Accessing and Downloading the Application from iTunes. The following applies to any Software accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”):
(1) You acknowledge and agree that (i) the Agreement is concluded between you and Square Eats only, and not Apple, and (ii) Square Eats, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
(2) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
(3) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the App Store Sourced Application to you and to the fullest extent permitted by law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Square Eats and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Square Eats.
(4) You and Square Eats acknowledge that, as between Square Eats and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
(5) You and Square Eats acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Square Eats and Apple, Square Eats, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Terms.
(6) You and Square Eats acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
(7) Without limiting any other terms of the Terms, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
(f) Notice Where Square Eats requires that you provide an e-mail address, you are responsible for providing Square Eats with your most current e-mail address. In the event that the last e-mail address you provided to Square Eats is not valid, or for any reason is not capable of delivering to you any notices required or permitted by this Agreement, Square Eats dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Square Eats through the following web form: https://help.sqeats.com/. Such notice shall be deemed given on the next business day after such e-mail is actually received by Square Eats.
(g) Electronic Communications. . For contractual purposes, you (1) consent to receive communications from Square Eats in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Square Eats provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. You agree to keep your contact information, including email address, current. This subparagraph does not affect your statutory rights.
(h) Transfer and Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Square Eats without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. This Agreement binds and inures to the benefit of each party and the party’s successors and permitted assigns.
(i) Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. However, nothing in this Agreement shall supersede, amend, or modify the terms of any separate agreement(s) between you and Square Eats relating to your work as an employee or independent contractor, including, without limitation, any Independent Contractor Agreement governing your efforts as a Contractor.
24. Contact Information
Square Eats welcomes your questions or comments regarding the Terms: Verbosec Proprietary Limited. Email: [email protected] Help form: https://help.verbosec.com