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Commercial Entity Agreement
<br />littps: //squareup.coiii /legal/cea
<br />below or to such other address as either party may from time to time specify to the other party in writing.
<br />8.9 Governing Law; Waiver of Jury `Trial; Arbitration.
<br />This Agreement will be governed by and construed in accordance with the laws of the State of California
<br />without reference to conflict of law provisions. Any action, proceeding, arbitration hearing or mediation
<br />relating to or arising from this Agreement must be brought, held, or otherwise occur in San Francisco County,
<br />California. PLEASE READ THIS PROVISION CAREFULLY. IT PROVIDES THAT ANY CLAIM MAY
<br />BE RESOLVED BY BINDING ARBITRATION AND THAT (i) SELLER IS GIVING UP ITS RIGHT TO
<br />HAVE A TRIAL BY JURY TO RESOLVE ANY CLAIM ALLEGED AGAINST WFMS, MEMBER, OR
<br />RELATED THIRD PARTIES; (ii) SELLER IS GIVING UP ITS RIGHT TO HAVE A COURT RESOLVE
<br />ANY CLAIM ALLEGED AGAINST WFMS, MEMBER OR RELATED THIRD PARTIES; (iii) SELLER
<br />IS GIVING UP ITS RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY
<br />GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, AND/OR TO PARTICIPATE AS A
<br />MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT OR ARBITRATION FILED AGAINST
<br />WFMS, MEMBER AND/OR RELATED THIRD PARTIES. Any claim, dispute, or controversy (`Claim') by
<br />either Seller, WFMS or Member against the other, or against the officers, directors, employees, agents,
<br />parents, subsidiaries, affiliates, beneficiaries, agents, successors, or assigns of the other, arising from or
<br />relating in any way to this Agreement or to the relationship formed between the parties as a result of this
<br />Agreement, including Claims regarding the applicability of this arbitration clause or the validity of the entire
<br />Agreement, shall be resolved exclusively and finally by binding arbitration administered by the American
<br />Arbitration Association ("AAA"). All Claims are subject to arbitration, no matter what theory they are based
<br />on. This includes Claims based on contract, tort (including intentional tort), fraud, agency, Seller, WFMS's or
<br />Member's negligence, statutory or regulatory provisions, or any other source of law. Claims and remedies
<br />sought as part of a class action, private attorney general, or other representative action are subject to
<br />arbitration on an individual (non -class, non -representative) basis only, and the arbitrator may award relief
<br />only on an individual (non -class, non-represcntative) basis. Seller and WFMS will agree on another
<br />arbitration forum if the AAA ceases operations. The arbitration will be conducted before a single arbitrator
<br />and will be limited solely to the Claim between Seller and WFMS and/or Member. The arbitration, or any
<br />portion of it, will not be consolidated with any other arbitration and will not be conducted on a class -wide or
<br />class action basis. The prohibition against class action contained in this Section shall be non -severable from
<br />the remainder of this Section. If either party prevails in the arbitration of any Claim against the other, the non -
<br />prevailing party will reimburse the prevailing party for any fees it paid to the AAA in connection with the
<br />arbitration, as well as for any reasonable attorneys' fees incurred by the prevailing party in connection with
<br />such arbitration. Any decision rendered in such arbitration proceedings will be final and binding on the
<br />parties, and judgment may be entered in a court of competent jurisdiction. Rules and forms of the AAA may
<br />be obtained and Claims may be filed at any AAA office, www.adr.org, or 335 Madison Avenue, New York,
<br />NY 10017, telephone 1-900-778-7879. This arbitration agreement is made pursuant to a transaction involving
<br />interstate commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16. This arbitration
<br />agreement applies to all Claims now in existence or that may arise in the future. Nothing in this Agreement
<br />shall be construed to prevent any party's use of (or advancement of any Claims, defenses, or offsets in)
<br />bankruptcy or repossession, replevin, judicial foreclosure or any other prejudgment or provisional remedy
<br />relating to any collateral, security, or other property interests for contractual debts now or hereafter owned by
<br />either party to the other. IN THE ABSENCE OF THIS ARBITRATION AGREEMENT, SELLER AND
<br />WFMS MAY OTHERWISE HAVE HAD A RIGHT OR OPPORTUNITY TO LITIGATE CLAIMS
<br />THROUGH A COURT BEFORE A JUDGE OR A JURY AND/OR TO PARTICIPATE OR BE
<br />REPRESENTED IN LITIGATION FILED IN COURT BY OTHERS (INCLUDING CLASS ACTIONS),
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