<?call:header?

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Ship To Bill To
HdrShiptoCustomerName C e-mail: apinvoices@squareup.comEC
HdrShipToAddress C e-mail: ap-au@squareup.comEC
C e-mail: ap-ie@squareup.comEC
Attn: HdrShiptoCustContactName C e-mail: apinvoices@squareup.comEC
C e-mail: ap-uk@squareup.comEC
C e-mail: apinvoices@squareup.comEC
C e-mail: ap-jp@squareup.comEC

bill_to_loc
Attn: Accounts Payable Department
BillToAddress

Line Description Price Qty UOM Total

for- C ItemDescriptionEC C UnitPriceEC for each UnitOfMeas AmountDisplay end

each C ItemNumberEC C AmountCalcEC linelocC ure lineloc
lineLin CSupplier Item: ProductNumEC QuantityDis
eNum C Need By: NeedbyDateECC playEC
Notes : NoteToVendorEC
endline

Total TOTAL CurrencyCode

C C <?call:USPaymentTerms?>EC C <?call:SuppExclude?>EC EC C <?call:CAPaymentTerms?>EC C <?call:AUPaymentTerms?>EC C <?

call:UKPaymentTerms?>EC C <?call:IRPaymentTerms?>EC C <?call:SquareTechnologiesPaymentTerms?>EC C <?call:JPPaymentTerms?>EC
<?template:header?>

Square Inc.
PURCHASE ORDER

SupplierPartyName PO NUMBER Segment1

SupplierAddress DATE OrderDateDisplay
PAYMENT TERMS PaymentTermsName
SHIPPING TERMS FreightTerms
CURRENCY CurrencyCode
CONTACT HdrRequester
(Email: xxxxxxxxxxxxxx@squareup.com)

<?end template?>
<?template:USPaymentTerms?>
PURCHASE ORDER
This document, including these terms and conditions (collectively the "Purchase Order"), constitutes the entire agreement between Square, Inc., with offices at 1455
Market St., Suite 600 San Francisco, CA 94103 (hereinafter, "Square") and the vendor identified in this Purchase Order ("Vendor"). Square's submission of this
Purchase Order is conditioned on Vendor's agreement that any terms different from or in addition to the terms of this Purchase Order shall not form a part of the
Purchase Order. Vendor's electronic acceptance, receipt and acknowledgement of this Purchase Order, or commencement of performance constitutes Vendor's
acceptance of these terms and conditions. The Purchase Order may be revoked at any time prior to acceptance. Notwithstanding the foregoing, if the parties enter
or have entered into a master services agreement, purchase agreement or any other definitive agreement ("Master Agreement"), covering procurement of any
services ("Services") or commodities and/or goods described in this Purchase Order (collectively, "Products"), the terms of such Master Agreement shall prevail over
any inconsistent terms herein. Except with respect to any such Master Agreement, these terms and conditions will be controlling over any additional, inconsistent or
conflicting terms of any purchase order, quotation, confirmation, invoice, or other written correspondence relating to the Services or Products, even if accepted in
writing by both parties.

DELIVERY: Vendor will expediently perform its obligations under this Purchase Order. If Vendor delivers the Products after the date of delivery of Products ("
Delivery Date"), Square may reject the Products. Vendor will preserve, pack, package and handle the Products so as to protect the Products from loss or damage
and in accordance with industry best practices. Without limiting the foregoing, Vendor shall observe the requirements of any local laws and regulations relating to

1/9
hazardous work, including, without limitation, with respect to its accompanying information, packing, labeling, reporting, carriage and disposal. Unless otherwise
expressly agreed in writing or specified in a Purchase Order, delivery will be made DDP Square's Ship To location specified in the Purchase Order (Incoterms 2010)

PAYMENT: Square will pay Vendor the price set forth in this Purchase Order in accordance with the payment terms specified herein upon the occurrence of the later
of: (i) the Delivery Date; (ii) the date of Square's acceptance of all Products or any portion thereof; or (iii) Square's receipt of a properly prepared invoice. A properly
prepared invoice must include the Purchase Order number and, if required in the Purchase Order, Vendor's certification of conformance of the Work to the
requirements. Square may, at any time, setoff any amounts Vendor owes Square against any amounts Square owes to Vendor or any of its affiliated companies.
Unless otherwise specified herein, the prices within this Purchase Order are inclusive of all applicable tax.

OWNERSHIP: To the extent the Services contain any Deliverables as defined herein, Vendor agrees that Square is the sole and exclusive owner of all software
(including modifications and documentation), products, inventions, designs, specifications, documents, writings and other materials created, conceived, prepared,
made, discovered or produced by Vendor for Square pursuant to this Purchase Order (the "Deliverables"). Vendor irrevocably assigns and transfers to Square all of
its worldwide right and title to, and interest in, the Deliverables, including all associated copyright, patent, trade secret, trademark and any other intellectual property
or proprietary rights ("Intellectual Property Rights"). Additionally, Vendor grants to Square a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, non-
terminable, transferable, sub-licensable license to all Intellectual Property Rights used in the creation of the Deliverables in order for Square to exercise its rights in
the Deliverables as contemplated by this Purchase Order. Without limiting the foregoing, (i) the Deliverables are "works made for hire" to the extent permitted by law,
and (ii) Vendor will not assert, and otherwise waives, any "moral rights" in the Deliverables and assigns to Square all "moral rights" in the Deliverables.

TERM AND TERMINATION: This Purchase Order is effective until all Products under this Purchase Order, any applicable SOW(s), or both have been accepted and
paid for by Square. Square may terminate this Purchase Order at any time, for no reason or for any reason, upon fifteen (15) days written notice to Vendor. Either
Square or Vendor may terminate this Purchase Order immediately upon written notice to the other party for any material breach. Square will have no further payment
obligation in connection with the termination of this beyond the date of termination.

WARRANTIES:
(a) Performance Warranties. Vendor warrants to Square and Square's customers for the longer of Vendor's normal warranty period or for one (1) year following the
date of Square's acceptance of the Products that: (i) when received by Square from Vendor, the Products will be free from defects in design, material, workmanship
and manufacture; (ii) the Products will conform to the applicable documentation; (iii) the Products will be suitable for the purposes for which they are intended
including without limitation purposes made known to Vendor; and (iv) all Products will be new and unused and not refurbished, unless otherwise specified by Square
or by Vendor with Square's prior written approval of any other such condition. The foregoing warranties are in addition to all other warranties, whether express or
implied, and will survive delivery, inspection, acceptance, or payment by Square.
(b) General Warranties. Vendor represents and warrants that: (i) Vendor has all necessary rights of title to the Products and has transferred all such rights and title
to Square upon Square's acceptance of the Products; (ii) the Products will be of professional quality and/or performed consistently with generally accepted industry
standards; (iii) Vendor's performance under this Purchase Order will not conflict with, or be prohibited in any way by, any other agreement or statutory restriction to
which Vendor is bound; (iv) Vendor will comply with all applicable laws and regulations, including without limitation any applicable import and export employment and
anti-bribery laws and regulations; (v) software will be free from any virus, malicious device, worm, Trojan, time bomb or other harmful or destructive code.

CONFIDENTIALITY: Subject to additional requirements in any applicable nondisclosure agreement between Vendor and Square, Vendor will (i) keep confidential the
terms of this Purchase Order and all nonpublic and proprietary Square information, and will only use such information to provide Products and Services under this
Purchase Order, and will not disclose such information except to the extent required by law after giving reasonable notice to Square if permitted by law; and (ii) not
use in providing Products or Services or disclose to Square any materials or documents of another party considered confidential or proprietary unless it has obtained
written authorization from that party. Vendor will not issue any public statements or use Square's trademarks or logo without Square's express prior written consent.

INDEMNIFICATION.
(a) General. Vendor will indemnify, defend and hold Square and its officers, directors, agents, employees, successors and customers harmless against any and all
claims, liabilities, losses, damages, settlements, costs and expenses (including attorneys' fees) made against or sustained by Square arising from: (i) any property
damage, personal injury or death related to the Products; (ii) all loss, liability, and damages arising from or caused directly or indirectly by any act or omission of
Vendor, Vendor's agents, employees, or subcontractors; (iii) any breach of this Purchase Order by Vendor or anyone acting on Vendor's behalf; and (iv) royalty
claims, liens or any other encumbrances on the Products supplied hereunder.
(b) Intellectual Property.
Vendor will indemnify, defend and hold Square and its officers, directors, agents, employees, successors and customers harmless against any and all claims,
liabilities, losses, damages, settlements, costs and expenses (including attorneys' fees) made against or sustained by Square arising from any claim that the
Products infringe or misappropriate any third party Intellectual Property Rights. If Square's use of any of the Products is enjoined or, in Square's reasonable opinion,
is likely to be enjoined as a result of any such claim or allegation of Intellectual Property Infringement, Vendor agrees, at Square's option to: (i) accept return of the
Products from Square and refund to Square the amounts paid by Square with respect to such Products; (ii) modify the Products so that they become non-infringing
but equivalent in functionality, quality, compatibility and performance; or (iii) procure for Square and its customers the right to continue using and distributing the
Products.

INSURANCE: Vendor will secure and maintain insurance against general liability and property damage. Vendor will also maintain workers compensation insurance
as required by law, including employer's liability coverage. Depending upon services, Square may require suppliers to carry additional insurance limits and/or
coverages. Vendor will provide Square documentation evidencing the required coverage upon Square's reasonable request.

LIMITED LIABILITY: EXCEPT FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY BREACHES OR
INDEMNIFICATION OBLIGATIONS UNDER THIS PURCHASE ORDER: (A) SQUARE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES; AND (B) SQUARE'S LIABILITY ARISING OUT OF THIS PURCHASE ORDER WILL NOT EXCEED
THE AMOUNT ACTUALLY PAID OR PAYABLE TO VENDOR UNDER THIS PURCHASE ORDER.

MISCELLANEOUS: The relationship of Vendor and Square is that of independent contractor. Except as provided herein, no term or condition of this
Purchase Order may be amended or deemed waived, except by a writing signed by both parties that refers to this Purchase Order. No right or obligation
under this Purchase Order (including the right to receive monies due) may be assigned, delegated or subcontracted by Vendor without the prior written
consent of Square, and any purported assignment without such consent will be void. This Purchase Order will be construed in accordance with the laws
of the State of California, without giving effect to the principles of conflict of laws. For any disputes arising out of or relating to this Agreement, the parties
consent to personal jurisdiction in, and t he exclusive venue of, the courts in San Francisco, California. The rights and remedies herein provided are in
addition to those available to either party at law or in equity.

<?template:SuppExclude?>

2/9
 SFCell agrees to be liable for any and all products sold under the terms of this Purchase Order, and shall indemnify and hold Square harmless for breach of any regulatory
requirements, as may be applicable, including but not limited to any loss, personal injury or property damage arising from the sale of such products hereunder. In addition,
SFCell agrees to promptly provide a full refund, including return shipments costs, for any defective products sold or not accepted by Square hereunder.
<?end template?>
<?end template?>

<?template:CAPaymentTerms?>
PURCHASE ORDER
This document, including these terms and conditions (collectively the "Purchase Order"), constitutes the entire agreement between Square Canada, Inc., with
offices located at 5000 Yonge Street, Suite 1501, Toronto, Ontario M2G 7E9 (hereinafter, "Square") and the vendor identified in this Purchase Order ("Vendor").
Square's submission of this Purchase Order is conditioned on Vendor's agreement that any terms different from or in addition to the terms of this Purchase Order
shall not form a part of the Purchase Order. Vendor's electronic acceptance, receipt and acknowledgement of this Purchase Order, or commencement of
performance constitutes Vendor's acceptance of these terms and conditions. The Purchase Order may be revoked at any time prior to acceptance. Notwithstanding
the foregoing, if the parties enter or have entered into a master services agreement, purchase agreement or any other definitive agreement ("Master Agreement"),
covering procurement of any services ("Services") or commodities and/or goods described in this Purchase Order (collectively, "Products"), the terms of such Master
Agreement shall prevail over any inconsistent terms herein. Except with respect to any such Master Agreement, these terms and conditions will be controlling over
any additional, inconsistent or conflicting terms of any purchase order, quotation, confirmation, invoice, or other written correspondence relating to the Services or
Products, even if accepted in writing by both parties.

DELIVERY: Vendor will expediently perform its obligations under this Purchase Order. If Vendor delivers the Products after the date of delivery of Products ("
Delivery Date"), Square may reject the Products. Vendor will preserve, pack, package and handle the Products so as to protect the Products from loss or damage
and in accordance with industry best practices. Without limiting the foregoing, Vendor shall observe the requirements of any local laws and regulations relating to
hazardous work, including, without limitation, with respect to its accompanying information, packing, labeling, reporting, carriage and disposal. Unless otherwise
expressly agreed in writing or specified in a Purchase Order, delivery will be made DDP Square's Ship To location specified in the Purchase Order (Incoterms 2010)

PAYMENT: Square will pay Vendor the price set forth in this Purchase Order in accordance with the payment terms specified herein upon the occurrence of the later
of: (i) the Delivery Date; (ii) the date of Square's acceptance of all Products or any portion thereof; or (iii) Square's receipt of a properly prepared invoice. A properly
prepared invoice must include the Purchase Order number and, if required in the Purchase Order, Vendor's certification of conformance of the Work to the
requirements. Square may, at any time, setoff any amounts Vendor owes Square against any amounts Square owes to Vendor or any of its affiliated companies.
Unless otherwise specified herein, the prices within this Purchase Order are inclusive of all applicable tax.

OWNERSHIP: To the extent the Services contain any Deliverables as defined herein, Vendor agrees that Square is the sole and exclusive owner of all software
(including modifications and documentation), products, inventions, designs, specifications, documents, writings and other materials created, conceived, prepared,
made, discovered or produced by Vendor for Square pursuant to this Purchase Order (the "Deliverables"). Vendor irrevocably assigns and transfers to Square all of
its worldwide right and title to, and interest in, the Deliverables, including all associated copyright, patent, trade secret, trademark and any other intellectual property
or proprietary rights ("Intellectual Property Rights"). Additionally, Vendor grants to Square a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, non-
terminable, transferable, sub-licensable license to all Intellectual Property Rights used in the creation of the Deliverables in order for Square to exercise its rights in
the Deliverables as contemplated by this Purchase Order. Without limiting the foregoing, (i) the Deliverables are "works made for hire" to the extent permitted by law,
and (ii) Vendor will not assert, and otherwise waives, any "moral rights" in the Deliverables and assigns to Square all "moral rights" in the Deliverables.

TERM AND TERMINATION: This Purchase Order is effective until all Products under this Purchase Order, any applicable SOW(s), or both have been accepted and
paid for by Square. Square may terminate this Purchase Order at any time, for no reason or for any reason, upon fifteen (15) days written notice to Vendor. Either
Square or Vendor may terminate this Purchase Order immediately upon written notice to the other party for any material breach. Square will have no further payment
obligation in connection with the termination of this beyond the date of termination.

WARRANTIES:
(a) Performance Warranties. Vendor warrants to Square and Square's customers for the longer of Vendor's normal warranty period or for one (1) year following the
date of Square's acceptance of the Products that: (i) when received by Square from Vendor, the Products will be free from defects in design, material, workmanship
and manufacture; (ii) the Products will conform to the applicable documentation; (iii) the Products will be suitable for the purposes for which they are intended
including without limitation purposes made known to Vendor; and (iv) all Products will be new and unused and not refurbished, unless otherwise specified by Square
or by Vendor with Square's prior written approval of any other such condition. The foregoing warranties are in addition to all other warranties, whether express or
implied, and will survive delivery, inspection, acceptance, or payment by Square.
(b) General Warranties. Vendor represents and warrants that: (i) Vendor has all necessary rights of title to the Products and has transferred all such rights and title
to Square upon Square's acceptance of the Products; (ii) the Products will be of professional quality and/or performed consistently with generally accepted industry
standards; (iii) Vendor's performance under this Purchase Order will not conflict with, or be prohibited in any way by, any other agreement or statutory restriction to
which Vendor is bound; (iv) Vendor will comply with all applicable laws and regulations, including without limitation any applicable import and export employment and
anti-bribery laws and regulations; (v) software will be free from any virus, malicious device, worm, Trojan, time bomb or other harmful or destructive code.

CONFIDENTIALITY: Subject to additional requirements in any applicable nondisclosure agreement between Vendor and Square, Vendor will (i) keep confidential the
terms of this Purchase Order and all nonpublic and proprietary Square information, and will only use such information to provide Products and Services under this
Purchase Order, and will not disclose such information except to the extent required by law after giving reasonable notice to Square if permitted by law; and (ii) not
use in providing Products or Services or disclose to Square any materials or documents of another party considered confidential or proprietary unless it has obtained
written authorization from that party. Vendor will not issue any public statements or use Square's trademarks or logo without Square's express prior written consent.

INDEMNIFICATION.
(a) General. Vendor will indemnify, defend and hold Square and its officers, directors, agents, employees, successors and customers harmless against any and all
claims, liabilities, losses, damages, settlements, costs and expenses (including attorneys' fees) made against or sustained by Square arising from: (i) any property
damage, personal injury or death related to the Products; (ii) all loss, liability, and damages arising from or caused directly or indirectly by any act or omission of
Vendor, Vendor's agents, employees, or subcontractors; (iii) any breach of this Purchase Order by Vendor or anyone acting on Vendor's behalf; and (iv) royalty
claims, liens or any other encumbrances on the Products supplied hereunder.
(b) Intellectual Property.
Vendor will indemnify, defend and hold Square and its officers, directors, agents, employees, successors and customers harmless against any and all claims,
liabilities, losses, damages, settlements, costs and expenses (including attorneys' fees) made against or sustained by Square arising from any claim that the
Products infringe or misappropriate any third party Intellectual Property Rights. If Square's use of any of the Products is enjoined or, in Square's reasonable opinion,
is likely to be enjoined as a result of any such claim or allegation of Intellectual Property Infringement, Vendor agrees, at Square's option to: (i) accept return of the
Products from Square and refund to Square the amounts paid by Square with respect to such Products; (ii) modify the Products so that they become non-infringing

3/9
but equivalent in functionality, quality, compatibility and performance; or (iii) procure for Square and its customers the right to continue using and distributing the
Products.

INSURANCE: Vendor will secure and maintain insurance against general liability and property damage. Vendor will also maintain workers compensation insurance
as required by law, including employer's liability coverage. Depending upon services, Square may require suppliers to carry additional insurance limits and/or
coverages. Vendor will provide Square documentation evidencing the required coverage upon Square's reasonable request.

LIMITED LIABILITY: EXCEPT FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY BREACHES OR
INDEMNIFICATION OBLIGATIONS UNDER THIS PURCHASE ORDER: (A) SQUARE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES; AND (B) SQUARE'S LIABILITY ARISING OUT OF THIS PURCHASE ORDER WILL NOT EXCEED
THE AMOUNT ACTUALLY PAID OR PAYABLE TO VENDOR UNDER THIS PURCHASE ORDER.

(a) MISCELLANEOUS: The relationship of Vendor and Square is that of independent contractor. Except as provided herein, no term or condition of this
Purchase Order may be amended or deemed waived, except by a writing signed by both parties that refers to this Purchase Order. No right or obligation under this
Purchase Order (including the right to receive monies due) may be assigned, delegated or subcontracted by Vendor without the prior written consent of Square, and
any purported assignment without such consent will be void. This Purchase Order will be construed in accordance with the laws of the Province of Ontario, excluding
its conflicts of laws principles. The exclusive venue for any dispute relating to this Agreement shall be the courts of Ontario. The parties have requested that this
Agreement and all related documents be drawn up in English only. Les parties aux présentes ont exigé que le présent contrat et tous les documents qui s'y
rattachent soient rédigés en anglais seulement. The rights and remedies herein provided are in addition to those available to either party at law or in equity.
<?end template?>
<?template:AUPaymentTerms?>
PURCHASE ORDER
This document, including these terms and conditions (collectively the "Purchase Order"), constitutes the entire agreement between Square AU Pty Ltd, an
Australian company with offices at Level 2, 246 Bourke Street, Melbourne VIC 3000 (hereinafter, "Square") and the vendor identified in this Purchase Order
("Vendor"). Square's submission of this Purchase Order is conditioned on Vendor's agreement that any terms different from or in addition to the terms of this
Purchase Order shall not form a part of the Purchase Order. Vendor's electronic acceptance, receipt and acknowledgement of this Purchase Order, or
commencement of performance constitutes Vendor's acceptance of these terms and conditions. The Purchase Order may be revoked at any time prior to
acceptance. Notwithstanding the foregoing, if the parties enter or have entered into a master services agreement, purchase agreement or any other definitive
agreement ("Master Agreement"), covering procurement of any services ("Services") or commodities and/or goods described in this Purchase Order (collectively,
"Products"), the terms of such Master Agreement shall prevail over any inconsistent terms herein. Except with respect to any such Master Agreement, these terms
and conditions will be controlling over any additional, inconsistent or conflicting terms of any purchase order, quotation, confirmation, invoice, or other written
correspondence relating to the Services or Products, even if accepted in writing by both parties.

DELIVERY: Vendor will expediently perform its obligations under this Purchase Order. If Vendor delivers the Products after the date of delivery of Products ("
Delivery Date"), Square may reject the Products. Vendor will preserve, pack, package and handle the Products so as to protect the Products from loss or damage
and in accordance with industry best practices. Without limiting the foregoing, Vendor shall observe the requirements of any local laws and regulations relating to
hazardous work, including, without limitation, with respect to its accompanying information, packing, labeling, reporting, carriage and disposal. Unless otherwise
expressly agreed in writing or specified in a Purchase Order, delivery will be made DDP Square's Ship To location specified in the Purchase Order (Incoterms 2010)

PAYMENT: Square will pay Vendor the price set forth in this Purchase Order in accordance with the payment terms specified herein upon the occurrence of the later
of: (i) the Delivery Date; (ii) the date of Square's acceptance of all Products or any portion thereof; or (iii) Square's receipt of a properly prepared invoice. A properly
prepared invoice must include the Purchase Order number and, if required in the Purchase Order, Vendor's certification of conformance of the Work to the
requirements. Square may, at any time, setoff any amounts Vendor owes Square against any amounts Square owes to Vendor or any of its affiliated companies.
Unless otherwise specified herein, the prices within this Purchase Order are inclusive of all applicable tax.

OWNERSHIP: To the extent the Services contain any Deliverables as defined herein, Vendor agrees that Square is the sole and exclusive owner of all software
(including modifications and documentation), products, inventions, designs, specifications, documents, writings and other materials created, conceived, prepared,
made, discovered or produced by Vendor for Square pursuant to this Purchase Order (the "Deliverables"). Vendor irrevocably assigns and transfers to Square all of
its worldwide right and title to, and interest in, the Deliverables, including all associated copyright, patent, trade secret, trademark and any other intellectual property
or proprietary rights ("Intellectual Property Rights"). Additionally, Vendor grants to Square a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, non-
terminable, transferable, sub-licensable license to all Intellectual Property Rights used in the creation of the Deliverables in order for Square to exercise its rights in
the Deliverables as contemplated by this Purchase Order. Without limiting the foregoing, (i) the Deliverables are "works made for hire" to the extent permitted by law,
and (ii) Vendor will not assert, and otherwise waives, any "moral rights" in the Deliverables and assigns to Square all "moral rights" in the Deliverables.

TERM AND TERMINATION: This Purchase Order is effective until all Products under this Purchase Order, any applicable SOW(s), or both have been accepted and
paid for by Square. Square may terminate this Purchase Order at any time, for no reason or for any reason, upon fifteen (15) days written notice to Vendor. Either
Square or Vendor may terminate this Purchase Order immediately upon written notice to the other party for any material breach. Square will have no further payment
obligation in connection with the termination of this beyond the date of termination.

WARRANTIES:
(a) Performance Warranties. Vendor warrants to Square and Square's customers for the longer of Vendor's normal warranty period or for one (1) year following the
date of Square's acceptance of the Products that: (i) when received by Square from Vendor, the Products will be free from defects in design, material, workmanship
and manufacture; (ii) the Products will conform to the applicable documentation; (iii) the Products will be suitable for the purposes for which they are intended
including without limitation purposes made known to Vendor; and (iv) all Products will be new and unused and not refurbished, unless otherwise specified by Square
or by Vendor with Square's prior written approval of any other such condition. The foregoing warranties are in addition to all other warranties, whether express or
implied, and will survive delivery, inspection, acceptance, or payment by Square.
(b) General Warranties. Vendor represents and warrants that: (i) Vendor has all necessary rights of title to the Products and has transferred all such rights and title
to Square upon Square's acceptance of the Products; (ii) the Products will be of professional quality and/or performed consistently with generally accepted industry
standards; (iii) Vendor's performance under this Purchase Order will not conflict with, or be prohibited in any way by, any other agreement or statutory restriction to
which Vendor is bound; (iv) Vendor will comply with all applicable laws and regulations, including without limitation any applicable import and export employment and
anti-bribery laws and regulations; (v) software will be free from any virus, malicious device, worm, Trojan, time bomb or other harmful or destructive code.

CONFIDENTIALITY: Subject to additional requirements in any applicable nondisclosure agreement between Vendor and Square, Vendor will (i) keep confidential the
terms of this Purchase Order and all nonpublic and proprietary Square information, and will only use such information to provide Products and Services under this
Purchase Order, and will not disclose such information except to the extent required by law after giving reasonable notice to Square if permitted by law; and (ii) not
use in providing Products or Services or disclose to Square any materials or documents of another party considered confidential or proprietary unless it has obtained
written authorization from that party. Vendor will not issue any public statements or use Square's trademarks or logo without Square's express prior written consent.

4/9
INDEMNIFICATION.
(a) General. Vendor will indemnify, defend and hold Square and its officers, directors, agents, employees, successors and customers harmless against any and all
claims, liabilities, losses, damages, settlements, costs and expenses (including attorneys' fees) made against or sustained by Square arising from: (i) any property
damage, personal injury or death related to the Products; (ii) all loss, liability, and damages arising from or caused directly or indirectly by any act or omission of
Vendor, Vendor's agents, employees, or subcontractors; (iii) any breach of this Purchase Order by Vendor or anyone acting on Vendor's behalf; and (iv) royalty
claims, liens or any other encumbrances on the Products supplied hereunder.
(b) Intellectual Property.
Vendor will indemnify, defend and hold Square and its officers, directors, agents, employees, successors and customers harmless against any and all claims,
liabilities, losses, damages, settlements, costs and expenses (including attorneys' fees) made against or sustained by Square arising from any claim that the
Products infringe or misappropriate any third party Intellectual Property Rights. If Square's use of any of the Products is enjoined or, in Square's reasonable opinion,
is likely to be enjoined as a result of any such claim or allegation of Intellectual Property Infringement, Vendor agrees, at Square's option to: (i) accept return of the
Products from Square and refund to Square the amounts paid by Square with respect to such Products; (ii) modify the Products so that they become non-infringing
but equivalent in functionality, quality, compatibility and performance; or (iii) procure for Square and its customers the right to continue using and distributing the
Products.

INSURANCE: Vendor will secure and maintain insurance against general liability and property damage. Vendor will also maintain workers compensation insurance
as required by law, including employer's liability coverage. Depending upon services, Square may require suppliers to carry additional insurance limits and/or
coverages. Vendor will provide Square documentation evidencing the required coverage upon Square's reasonable request.

LIMITED LIABILITY: EXCEPT FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY BREACHES OR
INDEMNIFICATION OBLIGATIONS UNDER THIS PURCHASE ORDER: (A) SQUARE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES; AND (B) SQUARE'S LIABILITY ARISING OUT OF THIS PURCHASE ORDER WILL NOT EXCEED
THE AMOUNT ACTUALLY PAID OR PAYABLE TO VENDOR UNDER THIS PURCHASE ORDER.

MISCELLANEOUS: The relationship of Vendor and Square is that of independent contractor. Except as provided herein, no term or condition of this Purchase Order
may be amended or deemed waived, except by a writing signed by both parties that refers to this Purchase Order. No right or obligation under this Purchase Order
(including the right to receive monies due) may be assigned, delegated or subcontracted by Vendor without the prior written consent of Square, and any purported
assignment without such consent will be void. This Purchase Order will be construed in accordance with the laws of the State of Victoria, without reference to conflict
of laws principles, and constitutes the entire agreement between the Parties with respect to the subject matter hereof. The exclusive venue for any dispute relating to
this Agreement shall be in courts exercising jurisdiction within the city of Melbourne. The rights and remedies herein provided are in addition to those available to
either party at law or in equity.
<?end template?>
<?template:UKPaymentTerms?>
PURCHASE ORDER
This document, including these terms and conditions (collectively the "Purchase Order"), constitutes the entire agreement between Squareup (UK) Ltd., registered
in England and Wales under number 09023549, whose registered office is located at 250 Tottenham Court Road, London, W1T 7QZ (hereinafter, "Square") and the
vendor identified in this Purchase Order ("Vendor"). Square's submission of this Purchase Order is conditioned on Vendor's agreement that any terms different from
or in addition to the terms of this Purchase Order shall not form a part of the Purchase Order. Vendor's electronic acceptance, receipt and acknowledgement of this
Purchase Order, or commencement of performance constitutes Vendor's acceptance of these terms and conditions. The Purchase Order may be revoked at any
time prior to acceptance. Notwithstanding the foregoing, if the parties enter or have entered into a master services agreement, purchase agreement or any other
definitive agreement ("Master Agreement"), covering procurement of any services ("Services") or commodities and/or goods described in this Purchase Order
(collectively, "Products"), the terms of such Master Agreement shall prevail over any inconsistent terms herein. Except with respect to any such Master Agreement,
these terms and conditions will be controlling over any additional, inconsistent or conflicting terms of any purchase order, quotation, confirmation, invoice, or other
written correspondence relating to the Services or Products, even if accepted in writing by both parties.

DELIVERY: Vendor will expediently perform its obligations under this Purchase Order. If Vendor delivers the Products after the date of delivery of Products ("
Delivery Date"), Square may reject the Products. Vendor will preserve, pack, package and handle the Products so as to protect the Products from loss or damage
and in accordance with industry best practices. Without limiting the foregoing, Vendor shall observe the requirements of any local laws and regulations relating to
hazardous work, including, without limitation, with respect to its accompanying information, packing, labeling, reporting, carriage and disposal. Unless otherwise
expressly agreed in writing or specified in a Purchase Order, delivery will be made DDP Square's Ship To location specified in the Purchase Order (Incoterms 2010)

PAYMENT: Square will pay Vendor the price set forth in this Purchase Order in accordance with the payment terms specified herein upon the occurrence of the later
of: (i) the Delivery Date; (ii) the date of Square's acceptance of all Products or any portion thereof; or (iii) Square's receipt of a properly prepared invoice. A properly
prepared invoice must include the Purchase Order number and, if required in the Purchase Order, Vendor's certification of conformance of the Work to the
requirements. Square may, at any time, setoff any amounts Vendor owes Square against any amounts Square owes to Vendor or any of its affiliated companies.
Unless otherwise specified herein, the prices within this Purchase Order are inclusive of all applicable tax.

OWNERSHIP: To the extent the Services contain any Deliverables as defined herein, Vendor agrees that Square is the sole and exclusive owner of all software
(including modifications and documentation), products, inventions, designs, specifications, documents, writings and other materials created, conceived, prepared,
made, discovered or produced by Vendor for Square pursuant to this Purchase Order (the "Deliverables"). Vendor irrevocably assigns and transfers to Square all of
its worldwide right and title to, and interest in, the Deliverables, including all associated copyright, patent, trade secret, trademark and any other intellectual property
or proprietary rights ("Intellectual Property Rights"). Additionally, Vendor grants to Square a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, non-
terminable, transferable, sub-licensable license to all Intellectual Property Rights used in the creation of the Deliverables in order for Square to exercise its rights in
the Deliverables as contemplated by this Purchase Order. Without limiting the foregoing, (i) the Deliverables are "works made for hire" to the extent permitted by law,
and (ii) Vendor will not assert, and otherwise waives, any "moral rights" in the Deliverables and assigns to Square all "moral rights" in the Deliverables.

TERM AND TERMINATION: This Purchase Order is effective until all Products under this Purchase Order, any applicable SOW(s), or both have been accepted and
paid for by Square. Square may terminate this Purchase Order at any time, for no reason or for any reason, upon fifteen (15) days written notice to Vendor. Either
Square or Vendor may terminate this Purchase Order immediately upon written notice to the other party for any material breach. Square will have no further payment
obligation in connection with the termination of this beyond the date of termination.

WARRANTIES:
(a) Performance Warranties. Vendor warrants to Square and Square's customers for the longer of Vendor's normal warranty period or for one (1) year following the
date of Square's acceptance of the Products that: (i) when received by Square from Vendor, the Products will be free from defects in design, material, workmanship
and manufacture; (ii) the Products will conform to the applicable documentation; (iii) the Products will be suitable for the purposes for which they are intended
including without limitation purposes made known to Vendor; and (iv) all Products will be new and unused and not refurbished, unless otherwise specified by Square

5/9
or by Vendor with Square's prior written approval of any other such condition. The foregoing warranties are in addition to all other warranties, whether express or
implied, and will survive delivery, inspection, acceptance, or payment by Square.
(b) General Warranties. Vendor represents and warrants that: (i) Vendor has all necessary rights of title to the Products and has transferred all such rights and title
to Square upon Square's acceptance of the Products; (ii) the Products will be of professional quality and/or performed consistently with generally accepted industry
standards; (iii) Vendor's performance under this Purchase Order will not conflict with, or be prohibited in any way by, any other agreement or statutory restriction to
which Vendor is bound; (iv) Vendor will comply with all applicable laws and regulations, including without limitation any applicable import and export employment and
anti-bribery laws and regulations; (v) software will be free from any virus, malicious device, worm, Trojan, time bomb or other harmful or destructive code.

CONFIDENTIALITY: Subject to additional requirements in any applicable nondisclosure agreement between Vendor and Square, Vendor will (i) keep confidential the
terms of this Purchase Order and all nonpublic and proprietary Square information, and will only use such information to provide Products and Services under this
Purchase Order, and will not disclose such information except to the extent required by law after giving reasonable notice to Square if permitted by law; and (ii) not
use in providing Products or Services or disclose to Square any materials or documents of another party considered confidential or proprietary unless it has obtained
written authorization from that party. Vendor will not issue any public statements or use Square's trademarks or logo without Square's express prior written consent.

INDEMNIFICATION.
(a) General. Vendor will indemnify, defend and hold Square and its officers, directors, agents, employees, successors and customers harmless against any and all
claims, liabilities, losses, damages, settlements, costs and expenses (including attorneys' fees) made against or sustained by Square arising from: (i) any property
damage, personal injury or death related to the Products; (ii) all loss, liability, and damages arising from or caused directly or indirectly by any act or omission of
Vendor, Vendor's agents, employees, or subcontractors; (iii) any breach of this Purchase Order by Vendor or anyone acting on Vendor's behalf; and (iv) royalty
claims, liens or any other encumbrances on the Products supplied hereunder.
(b) Intellectual Property.
Vendor will indemnify, defend and hold Square and its officers, directors, agents, employees, successors and customers harmless against any and all claims,
liabilities, losses, damages, settlements, costs and expenses (including attorneys' fees) made against or sustained by Square arising from any claim that the
Products infringe or misappropriate any third party Intellectual Property Rights. If Square's use of any of the Products is enjoined or, in Square's reasonable opinion,
is likely to be enjoined as a result of any such claim or allegation of Intellectual Property Infringement, Vendor agrees, at Square's option to: (i) accept return of the
Products from Square and refund to Square the amounts paid by Square with respect to such Products; (ii) modify the Products so that they become non-infringing
but equivalent in functionality, quality, compatibility and performance; or (iii) procure for Square and its customers the right to continue using and distributing the
Products.

INSURANCE: Vendor will secure and maintain insurance against general liability and property damage. Vendor will also maintain workers compensation insurance
as required by law, including employer's liability coverage. Depending upon services, Square may require suppliers to carry additional insurance limits and/or
coverages. Vendor will provide Square documentation evidencing the required coverage upon Square's reasonable request.

LIMITED LIABILITY: EXCEPT FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY BREACHES OR
INDEMNIFICATION OBLIGATIONS UNDER THIS PURCHASE ORDER: (A) SQUARE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES; AND (B) SQUARE'S LIABILITY ARISING OUT OF THIS PURCHASE ORDER WILL NOT EXCEED
THE AMOUNT ACTUALLY PAID OR PAYABLE TO VENDOR UNDER THIS PURCHASE ORDER.

MISCELLANEOUS: The relationship of Vendor and Square is that of independent contractor. Except as provided herein, no term or condition of this Purchase Order
may be amended or deemed waived, except by a writing signed by both parties that refers to this Purchase Order. No right or obligation under this Purchase Order
(including the right to receive monies due) may be assigned, delegated or subcontracted by Vendor without the prior written consent of Square, and any purported
assignment without such consent will be void. This Purchase Order will be construed in accordance with the laws of laws of England and Wales, excluding its
conflicts of laws principles. The exclusive venue for any dispute relating to this Agreement shall be the courts of England and Wales. The rights and remedies herein
provided are in addition to those available to either party at law or in equity.
<?end template?>

<?template:IRPaymentTerms?>
PURCHASE ORDER
This document, including these terms and conditions (collectively the "Purchase Order"), constitutes the entire agreement between Squareup International Ltd.,
with offices located at 70 Sir John Rogerson's Quay, Dublin 2, Ireland (hereinafter, "Square") and the vendor identified in this Purchase Order ("Vendor"). Square's
submission of this Purchase Order is conditioned on Vendor's agreement that any terms different from or in addition to the terms of this Purchase Order shall not
form a part of the Purchase Order. Vendor's electronic acceptance, receipt and acknowledgement of this Purchase Order, or commencement of performance
constitutes Vendor's acceptance of these terms and conditions. The Purchase Order may be revoked at any time prior to acceptance. Notwithstanding the foregoing,
if the parties enter or have entered into a master services agreement, purchase agreement or any other definitive agreement ("Master Agreement"), covering
procurement of any services ("Services") or commodities and/or goods described in this Purchase Order (collectively, "Products"), the terms of such Master
Agreement shall prevail over any inconsistent terms herein. Except with respect to any such Master Agreement, these terms and conditions will be controlling over
any additional, inconsistent or conflicting terms of any purchase order, quotation, confirmation, invoice, or other written correspondence relating to the Services or
Products, even if accepted in writing by both parties.

DELIVERY: Vendor will expediently perform its obligations under this Purchase Order. If Vendor delivers the Products after the date of delivery of Products ("
Delivery Date"), Square may reject the Products. Vendor will preserve, pack, package and handle the Products so as to protect the Products from loss or damage
and in accordance with industry best practices. Without limiting the foregoing, Vendor shall observe the requirements of any local laws and regulations relating to
hazardous work, including, without limitation, with respect to its accompanying information, packing, labeling, reporting, carriage and disposal. Unless otherwise
expressly agreed in writing or specified in a Purchase Order, delivery will be made DDP Square's Ship To location specified in the Purchase Order (Incoterms 2010)

PAYMENT: Square will pay Vendor the price set forth in this Purchase Order in accordance with the payment terms specified herein upon the occurrence of the later
of: (i) the Delivery Date; (ii) the date of Square's acceptance of all Products or any portion thereof; or (iii) Square's receipt of a properly prepared invoice. A properly
prepared invoice must include the Purchase Order number and, if required in the Purchase Order, Vendor's certification of conformance of the Work to the
requirements. Square may, at any time, setoff any amounts Vendor owes Square against any amounts Square owes to Vendor or any of its affiliated companies.
Unless otherwise specified herein, the prices within this Purchase Order are inclusive of all applicable tax.

OWNERSHIP: To the extent the Services contain any Deliverables as defined herein, Vendor agrees that Square is the sole and exclusive owner of all software
(including modifications and documentation), products, inventions, designs, specifications, documents, writings and other materials created, conceived, prepared,
made, discovered or produced by Vendor for Square pursuant to this Purchase Order (the "Deliverables"). Vendor irrevocably assigns and transfers to Square all of
its worldwide right and title to, and interest in, the Deliverables, including all associated copyright, patent, trade secret, trademark and any other intellectual property
or proprietary rights ("Intellectual Property Rights"). Additionally, Vendor grants to Square a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, non-
terminable, transferable, sub-licensable license to all Intellectual Property Rights used in the creation of the Deliverables in order for Square to exercise its rights in

6/9
the Deliverables as contemplated by this Purchase Order. Without limiting the foregoing, (i) the Deliverables are "works made for hire" to the extent permitted by law,
and (ii) Vendor will not assert, and otherwise waives, any "moral rights" in the Deliverables and assigns to Square all "moral rights" in the Deliverables.

TERM AND TERMINATION: This Purchase Order is effective until all Products under this Purchase Order, any applicable SOW(s), or both have been accepted and
paid for by Square. Square may terminate this Purchase Order at any time, for no reason or for any reason, upon fifteen (15) days written notice to Vendor. Either
Square or Vendor may terminate this Purchase Order immediately upon written notice to the other party for any material breach. Square will have no further payment
obligation in connection with the termination of this beyond the date of termination.

WARRANTIES:
(a) Performance Warranties. Vendor warrants to Square and Square's customers for the longer of Vendor's normal warranty period or for one (1) year following the
date of Square's acceptance of the Products that: (i) when received by Square from Vendor, the Products will be free from defects in design, material, workmanship
and manufacture; (ii) the Products will conform to the applicable documentation; (iii) the Products will be suitable for the purposes for which they are intended
including without limitation purposes made known to Vendor; and (iv) all Products will be new and unused and not refurbished, unless otherwise specified by Square
or by Vendor with Square's prior written approval of any other such condition. The foregoing warranties are in addition to all other warranties, whether express or
implied, and will survive delivery, inspection, acceptance, or payment by Square.
(b) General Warranties. Vendor represents and warrants that: (i) Vendor has all necessary rights of title to the Products and has transferred all such rights and title
to Square upon Square's acceptance of the Products; (ii) the Products will be of professional quality and/or performed consistently with generally accepted industry
standards; (iii) Vendor's performance under this Purchase Order will not conflict with, or be prohibited in any way by, any other agreement or statutory restriction to
which Vendor is bound; (iv) Vendor will comply with all applicable laws and regulations, including without limitation any applicable import and export employment and
anti-bribery laws and regulations; (v) software will be free from any virus, malicious device, worm, Trojan, time bomb or other harmful or destructive code.

CONFIDENTIALITY: Subject to additional requirements in any applicable nondisclosure agreement between Vendor and Square, Vendor will (i) keep confidential the
terms of this Purchase Order and all nonpublic and proprietary Square information, and will only use such information to provide Products and Services under this
Purchase Order, and will not disclose such information except to the extent required by law after giving reasonable notice to Square if permitted by law; and (ii) not
use in providing Products or Services or disclose to Square any materials or documents of another party considered confidential or proprietary unless it has obtained
written authorization from that party. Vendor will not issue any public statements or use Square's trademarks or logo without Square's express prior written consent.

INDEMNIFICATION.
(a) General. Vendor will indemnify, defend and hold Square and its officers, directors, agents, employees, successors and customers harmless against any and all
claims, liabilities, losses, damages, settlements, costs and expenses (including attorneys' fees) made against or sustained by Square arising from: (i) any property
damage, personal injury or death related to the Products; (ii) all loss, liability, and damages arising from or caused directly or indirectly by any act or omission of
Vendor, Vendor's agents, employees, or subcontractors; (iii) any breach of this Purchase Order by Vendor or anyone acting on Vendor's behalf; and (iv) royalty
claims, liens or any other encumbrances on the Products supplied hereunder.
(b) Intellectual Property.
Vendor will indemnify, defend and hold Square and its officers, directors, agents, employees, successors and customers harmless against any and all claims,
liabilities, losses, damages, settlements, costs and expenses (including attorneys' fees) made against or sustained by Square arising from any claim that the
Products infringe or misappropriate any third party Intellectual Property Rights. If Square's use of any of the Products is enjoined or, in Square's reasonable opinion,
is likely to be enjoined as a result of any such claim or allegation of Intellectual Property Infringement, Vendor agrees, at Square's option to: (i) accept return of the
Products from Square and refund to Square the amounts paid by Square with respect to such Products; (ii) modify the Products so that they become non-infringing
but equivalent in functionality, quality, compatibility and performance; or (iii) procure for Square and its customers the right to continue using and distributing the
Products.

INSURANCE: Vendor will secure and maintain insurance against general liability and property damage. Vendor will also maintain workers compensation insurance
as required by law, including employer's liability coverage. Depending upon services, Square may require suppliers to carry additional insurance limits and/or
coverages. Vendor will provide Square documentation evidencing the required coverage upon Square's reasonable request.

LIMITED LIABILITY: EXCEPT FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY BREACHES OR
INDEMNIFICATION OBLIGATIONS UNDER THIS PURCHASE ORDER: (A) SQUARE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES; AND (B) SQUARE'S LIABILITY ARISING OUT OF THIS PURCHASE ORDER WILL NOT EXCEED
THE AMOUNT ACTUALLY PAID OR PAYABLE TO VENDOR UNDER THIS PURCHASE ORDER.

MISCELLANEOUS: The relationship of Vendor and Square is that of independent contractor. Except as provided herein, no term or condition of this Purchase Order
may be amended or deemed waived, except by a writing signed by both parties that refers to this Purchase Order. No right or obligation under this Purchase Order
(including the right to receive monies due) may be assigned, delegated or subcontracted by Vendor without the prior written consent of Square, and any purported
assignment without such consent will be void. This Purchase Order will be construed in accordance with the laws of Ireland, excluding its conflicts of laws principles.
The exclusive venue for any dispute relating to this Agreement shall be the courts of Ireland. The rights and remedies herein provided are in addition to those
available to either party at law or in equity.
<?end template?>
<?template:SquareTechnologiesPaymentTerms?>
PURCHASE ORDER
This document, including these terms and conditions (collectively the "Purchase Order"), constitutes the entire agreement between Square Technologies, Inc., with
offices located at 5000 Yonge Street, Suite 1501, Toronto, Ontario M2G 7E9 (hereinafter, "Square") and the vendor identified in this Purchase Order ("Vendor").
Square's submission of this Purchase Order is conditioned on Vendor's agreement that any terms different from or in addition to the terms of this Purchase Order
shall not form a part of the Purchase Order. Vendor's electronic acceptance, receipt and acknowledgement of this Purchase Order, or commencement of
performance constitutes Vendor's acceptance of these terms and conditions. The Purchase Order may be revoked at any time prior to acceptance. Notwithstanding
the foregoing, if the parties enter or have entered into a master services agreement, purchase agreement or any other definitive agreement ("Master Agreement"),
covering procurement of any services ("Services") or commodities and/or goods described in this Purchase Order (collectively, "Products"), the terms of such Master
Agreement shall prevail over any inconsistent terms herein. Except with respect to any such Master Agreement, these terms and conditions will be controlling over
any additional, inconsistent or conflicting terms of any purchase order, quotation, confirmation, invoice, or other written correspondence relating to the Services or
Products, even if accepted in writing by both parties.

DELIVERY: Vendor will expediently perform its obligations under this Purchase Order. If Vendor delivers the Products after the date of delivery of Products ("
Delivery Date"), Square may reject the Products. Vendor will preserve, pack, package and handle the Products so as to protect the Products from loss or damage
and in accordance with industry best practices. Without limiting the foregoing, Vendor shall observe the requirements of any local laws and regulations relating to
hazardous work, including, without limitation, with respect to its accompanying information, packing, labeling, reporting, carriage and disposal. Unless otherwise
expressly agreed in writing or specified in a Purchase Order, delivery will be made DDP Square's Ship To location specified in the Purchase Order (Incoterms 2010)

7/9
PAYMENT: Square will pay Vendor the price set forth in this Purchase Order in accordance with the payment terms specified herein upon the occurrence of the later
of: (i) the Delivery Date; (ii) the date of Square's acceptance of all Products or any portion thereof; or (iii) Square's receipt of a properly prepared invoice. A properly
prepared invoice must include the Purchase Order number and, if required in the Purchase Order, Vendor's certification of conformance of the Work to the
requirements. Square may, at any time, setoff any amounts Vendor owes Square against any amounts Square owes to Vendor or any of its affiliated companies.
Unless otherwise specified herein, the prices within this Purchase Order are inclusive of all applicable tax.

OWNERSHIP: To the extent the Services contain any Deliverables as defined herein, Vendor agrees that Square is the sole and exclusive owner of all software
(including modifications and documentation), products, inventions, designs, specifications, documents, writings and other materials created, conceived, prepared,
made, discovered or produced by Vendor for Square pursuant to this Purchase Order (the "Deliverables"). Vendor irrevocably assigns and transfers to Square all of
its worldwide right and title to, and interest in, the Deliverables, including all associated copyright, patent, trade secret, trademark and any other intellectual property
or proprietary rights ("Intellectual Property Rights"). Additionally, Vendor grants to Square a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, non-
terminable, transferable, sub-licensable license to all Intellectual Property Rights used in the creation of the Deliverables in order for Square to exercise its rights in
the Deliverables as contemplated by this Purchase Order. Without limiting the foregoing, (i) the Deliverables are "works made for hire" to the extent permitted by law,
and (ii) Vendor will not assert, and otherwise waives, any "moral rights" in the Deliverables and assigns to Square all "moral rights" in the Deliverables.

TERM AND TERMINATION: This Purchase Order is effective until all Products under this Purchase Order, any applicable SOW(s), or both have been accepted and
paid for by Square. Square may terminate this Purchase Order at any time, for no reason or for any reason, upon fifteen (15) days written notice to Vendor. Either
Square or Vendor may terminate this Purchase Order immediately upon written notice to the other party for any material breach. Square will have no further payment
obligation in connection with the termination of this beyond the date of termination.

WARRANTIES:
(a) Performance Warranties. Vendor warrants to Square and Square's customers for the longer of Vendor's normal warranty period or for one (1) year following the
date of Square's acceptance of the Products that: (i) when received by Square from Vendor, the Products will be free from defects in design, material, workmanship
and manufacture; (ii) the Products will conform to the applicable documentation; (iii) the Products will be suitable for the purposes for which they are intended
including without limitation purposes made known to Vendor; and (iv) all Products will be new and unused and not refurbished, unless otherwise specified by Square
or by Vendor with Square's prior written approval of any other such condition. The foregoing warranties are in addition to all other warranties, whether express or
implied, and will survive delivery, inspection, acceptance, or payment by Square.
(b) General Warranties. Vendor represents and warrants that: (i) Vendor has all necessary rights of title to the Products and has transferred all such rights and title
to Square upon Square's acceptance of the Products; (ii) the Products will be of professional quality and/or performed consistently with generally accepted industry
standards; (iii) Vendor's performance under this Purchase Order will not conflict with, or be prohibited in any way by, any other agreement or statutory restriction to
which Vendor is bound; (iv) Vendor will comply with all applicable laws and regulations, including without limitation any applicable import and export employment and
anti-bribery laws and regulations; (v) software will be free from any virus, malicious device, worm, Trojan, time bomb or other harmful or destructive code.

CONFIDENTIALITY: Subject to additional requirements in any applicable nondisclosure agreement between Vendor and Square, Vendor will (i) keep confidential the
terms of this Purchase Order and all nonpublic and proprietary Square information, and will only use such information to provide Products and Services under this
Purchase Order, and will not disclose such information except to the extent required by law after giving reasonable notice to Square if permitted by law; and (ii) not
use in providing Products or Services or disclose to Square any materials or documents of another party considered confidential or proprietary unless it has obtained
written authorization from that party. Vendor will not issue any public statements or use Square's trademarks or logo without Square's express prior written consent.

INDEMNIFICATION.
(a) General. Vendor will indemnify, defend and hold Square and its officers, directors, agents, employees, successors and customers harmless against any and all
claims, liabilities, losses, damages, settlements, costs and expenses (including attorneys' fees) made against or sustained by Square arising from: (i) any property
damage, personal injury or death related to the Products; (ii) all loss, liability, and damages arising from or caused directly or indirectly by any act or omission of
Vendor, Vendor's agents, employees, or subcontractors; (iii) any breach of this Purchase Order by Vendor or anyone acting on Vendor's behalf; and (iv) royalty
claims, liens or any other encumbrances on the Products supplied hereunder.
(b) Intellectual Property.
Vendor will indemnify, defend and hold Square and its officers, directors, agents, employees, successors and customers harmless against any and all claims,
liabilities, losses, damages, settlements, costs and expenses (including attorneys' fees) made against or sustained by Square arising from any claim that the
Products infringe or misappropriate any third party Intellectual Property Rights. If Square's use of any of the Products is enjoined or, in Square's reasonable opinion,
is likely to be enjoined as a result of any such claim or allegation of Intellectual Property Infringement, Vendor agrees, at Square's option to: (i) accept return of the
Products from Square and refund to Square the amounts paid by Square with respect to such Products; (ii) modify the Products so that they become non-infringing
but equivalent in functionality, quality, compatibility and performance; or (iii) procure for Square and its customers the right to continue using and distributing the
Products.

INSURANCE: Vendor will secure and maintain insurance against general liability and property damage. Vendor will also maintain workers compensation insurance
as required by law, including employer's liability coverage. Depending upon services, Square may require suppliers to carry additional insurance limits and/or
coverages. Vendor will provide Square documentation evidencing the required coverage upon Square's reasonable request.

LIMITED LIABILITY: EXCEPT FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY BREACHES OR
INDEMNIFICATION OBLIGATIONS UNDER THIS PURCHASE ORDER: (A) SQUARE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES; AND (B) SQUARE'S LIABILITY ARISING OUT OF THIS PURCHASE ORDER WILL NOT EXCEED
THE AMOUNT ACTUALLY PAID OR PAYABLE TO VENDOR UNDER THIS PURCHASE ORDER.

(b) MISCELLANEOUS: The relationship of Vendor and Square is that of independent contractor. Except as provided herein, no term or condition of this
Purchase Order may be amended or deemed waived, except by a writing signed by both parties that refers to this Purchase Order. No right or obligation under this
Purchase Order (including the right to receive monies due) may be assigned, delegated or subcontracted by Vendor without the prior written consent of Square, and
any purported assignment without such consent will be void. This Purchase Order will be construed in accordance with the laws of the Province of Ontario, excluding
its conflicts of laws principles. The exclusive venue for any dispute relating to this Agreement shall be the courts of Ontario. The parties have requested that this
Agreement and all related documents be drawn up in English only. Les parties aux présentes ont exigé que le présent contrat et tous les documents qui s'y
rattachent soient rédigés en anglais seulement. The rights and remedies herein provided are in addition to those available to either party at law or in equity.

<?end template?>
<?template:JPPaymentTerms?>
PURCHASE TERMS
These purchase terms and conditions ("Purchase Terms") govern the procurement of any product or service (“Product” or “Service”) as between Square K.K.,
with offices located at Tri-Seven Roppongi 10 Fl., 7-7-7 Roppongi, Minato-ku, Tokyo 106-0032 (“Square”), and the vendor (“Vendor”) identified in any corresponding
purchase document ("Order"). These Purchase Terms constitute the entire agreement between Square and Vendor, and are conditioned upon Vendor's

8/9
acknowledgment and agreement that in the event of a conflict as between these Purchase Terms and any other purchase agreement, quotation, confirmation,
invoice or other written correspondence relating to the purchase of Products or Services hereunder (“Conflicting Terms”), these Purchase Terms shall solely
control, even if such Conflicting Terms are agreed to in writing between the parties.

PERFORMANCE: Vendor represents and warrants that it will expediently perform its obligations hereunder in accordance with these Purchase Terms, and shall
observe the requirements of any laws and regulations relating to the Products or Services. If Vendor fails to do so, Square may reject the Products or Services, and
its corresponding payment obligations shall be discharged.

PAYMENT: Square shall pay Vendor the applicable price as set forth in a corresponding and accurate invoice or quotation (“Fees”) within thirty days following
delivery and acceptance of the Products or Services. Square may, at any time, offset any amount(s) Vendor owes Square against any amount(s) Square owes to
Vendor or any of its affiliated companies.

OWNERSHIP: Vendor agrees that Square is the sole and exclusive owner of the Products or Services, including designs, specifications, documents, writings and
other materials created, conceived, prepared, made, discovered or produced by Vendor for Square pursuant to these Purchase Terms. Title and risk of loss or
damage of the Products or Services shall pass from Vendor to Square at the time of delivery of the Products or Services. Vendor shall be liable for any loss or
damage occurring to the Products or Services prior to such delivery, other than any loss or damage attributable to Square.

TERM AND TERMINATION: These Purchase Terms shall remain in effect until all Products or Services have been reasonably accepted by Square. In the event of a
material breach by Vendor, Square may terminate these Purchase Terms and cancel the associated Products or Services. In such event, Square’s corresponding
payment obligation(s) shall also be discharged.
WARRANTIES: Vendor represents and warrants that the Products or Services (i) will be free from defects in design, material, workmanship and manufacture; (ii) will
conform to any applicable documentation; (iii) will be suitable for the purposes for which they are intended; and (iv) will be new and unused and not refurbished,
unless otherwise expressly agreed to by Square in writing. The foregoing warranties are in addition to all other warranties, whether express or implied, and will
survive delivery, inspection, acceptance, or payment by Square. Vendor further represents and warrants that (i) it has all necessary rights of title to the Products
and/or Services and has transferred all such rights and title to Square upon Square's acceptance, (ii) the Products or Services will be of professional quality and/or
performed consistently with generally accepted industry standards; (iii) Vendor's performance under these Purchase Terms will not conflict with, or be prohibited in
any way by, any other agreement or statutory restriction to which Vendor is bound; (iv) Vendor will comply with all applicable laws and regulations; and (v) any
software delivered as part of the Products or Services will be free from any virus, malicious device, worm, Trojan, time bomb or other harmful or destructive code.
CONFIDENTIALITY: Subject to additional requirements in any applicable nondisclosure agreement between Square and Vendor, Vendor will keep confidential (i) the
content of these Purchase Terms and existence of this business relationship with Square, and (ii) all nonpublic and proprietary Square information, including any
information which belong to Square’s parent company, subsidiaries and affiliates (together, “Confidential Information”). Vendor will only use Confidential Information
to provide the Products or Services, and will not disclose to Square any information, materials or documents of another party considered confidential or proprietary
unless it has obtained the express written authorization of that party. Vendor will not issue any public statements or use Square's trademarks or logo without
Square's express prior written consent.
Exclusion of Antisocial Forces: As of the date of these signed Purchase Terms, Vendor represents and warrants to Square that it, its parent company, and any of
its subsidiaries, affiliates, directors, officers and employees are not crime syndicates, members of crime syndicate, crime Syndicate-related companies or
associations, corporate racketeer or any other antisocial forces (collectively, an "Antisocial Forces") and that it its parent company, and any of its subsidiaries,
affiliates, directors, officers and employees are not and will not be involved in any actions or activities using, or jointly associated with any Antisocial Forces.
INDEMNIFICATION. Vendor will indemnify, defend and hold Square and its officers, directors, agents, employees, successors and customers harmless against any
and all claims, liabilities, losses, damages, settlements, costs and expenses (including attorneys' fees) made against or sustained by Square arising from: (i) all loss,
liability, and damages arising from or caused directly or indirectly by any act or omission of Vendor, its agents, employees, or subcontractors; (ii) any property
damage, personal injury or death; (iii) any breach of these Purchase Terms; (iv) infringement or misappropriation of any third party intellectual property rights; (v)
royalty claims, liens or any other encumbrances relating to the Products or Services; and (vi) its provision of the Products or Services to Square.
INSURANCE: Vendor will secure and maintain insurance against general liability and property damage in an amount that is reasonably appropriate for the business
of Vendor and consistent with generally accepted prudent business practices. Vendor will also maintain workers compensation insurance as required by law,
including employer's liability coverage. Vendor will name Square as an additional insured on their insurance policy, and provide Square documentation evidencing
the required coverage upon Square's reasonable request.
LIMITED LIABILITY: IN NO EVENT AND UNDER NO LEGAL THEORY, WHETHER IN TORT, NEGLIGENCE, CONTRACT, OR OTHERWISE, SHALL SQUARE
BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, AND ITS LIABILITY ARISING OUT OF
THESE PURCHASE TERMS WILL NOT EXCEED THE AMOUNT ACTUALLY PAID TO VENDOR UNDER THESE PURCHASE TERMS.
MISCELLANEOUS: The relationship of Square and Vendor is that of independent contractor. No term or condition of these Purchase Terms may be amended or
deemed waived, except by a writing signed by both parties. No right or obligation under these Purchase Terms (including the right to receive monies due) may be
assigned, delegated or subcontracted by Vendor without the prior written consent of Square, and any purported assignment without such consent will be void. These
Purchase Terms will be construed in accordance with the laws of Japan. Square and Vendor agree to submit any dispute arising out of or in relation to these
Purchase Terms to the exclusive jurisdiction of the Tokyo District Court. The rights and remedies herein provided are in addition to those available to either party at
law or in equity.

IN WITNESS WHEREOF, the representatives of two parties hereby sign as follows:

Square, K.K.
Signature:_________________________________________
Printed Name:______________________________________
Title:______________________________________________
Date:_____________________________________________
<?end template?>
Vendor: _____________________________
Signature:_________________________________________
Printed Name:______________________________________
Title:______________________________________________
Date:_____________________________________________

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