i sm

STATE OF FLORIDA
OFFICE OF FINANCIAL REGULATION

IN RE

SQUARE INC Administrative Proceeding

No 0321
13
7
0
MR

Applicant

FINAL ORDER

The State of Florida Office of Financial Regulation Office and Square Inc

entered into the attached Stipulation and Consent Agreement

Applicant having

and concluding this

Agreement last dated 2013 resolving

matter it is therefore

ORDERED

Office and last dated

1 Agreement entered into by the Applicant

T
a
TLh1e 2013 is adopted and incorporated by reference herein as if set forth at

length

2 The parties shall comply with all provisions of the incorporated Agreement

DONE AND ORDERED this day of 2013 in Tallahassee

Leon County Florida

Dre J Breakspear C mmissioner

Office of Financial Regulation
 NOTICE OF RIGHTS

A PARTY WHO IS ADVERSELY AFFECTED BY THIS FINAL ORDER IS

68 FLORIDA
ENTITLED TO JUDICIAL REVIEW PURSUANT TO SECTION 120
STATUTES REVIEW PROCEEDINGS ARE GOVERNED BY THE FLORIDA RULES
OF APPELLATE PROCEDURE SUCH PROCEEDINGS ARE COMMENCED BY

FILING THE ORIGINAL NOTICE OF APPEAL WITH THE AGENCY CLERK

GENERAL COUNSEL
S OFFICE POST
OFFICE OF FINANCIAL REGULATION
OFFICE BOX 8050 TALLAHASSEE FLORIDA 8050
32314 AND A COPY
ACCOMPANIED BY FILING FEES PRESCRIBED LAW WITH THE DISTRICT BY

COURT OF APPEAL FIRST DISTRICT 2000 DRAYTON DRIVE TALLAHASSEE

FLORIDA 0950
32399 OR WITH THE DISTRICT COURT OF APPEAL IN THE
APPELLATE DISTRICT WHERE THE PARTY RESIDES THE NOTICE OF APPEAL

MUST BE FILED WITHIN 30 DAYS OF RENDITION OF THE ORDER TO BE

REVIEWED

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true and correct copy of the foregoing Final Order has been

famished via electronic mail this day of Ju 2013 to

l
Sean Ruff Esq
Morrison Foerster LLP

SRuff n com
mofo

Sharda Caro Esq

Square Inc

Shardana com
guareun

Counsel for Square Inc

Florida Office of Financial Regulation

Fletcher Building
200 East Gaines Street
Tallahassee Florida 32399
0379
 STATE OF FLORIDA
OFFICE OF FINANCIAL REGULATION

IN RE

SQUARE INC Administrative Proceeding

No 0321
13
07
MR

Applicant

STIPULATION AND CONSENT AGREEMENT

and Inc
The State of Florida Office of Financial Regulation the Office Square

Applicant collectively the Parties in consideration of the mutual promises herein recite

stipulate and agree as follows

in San
1 Background Applicant is a Delaware corporation headquartered

for Florida money

Francisco California On November 13 2012 Applicant applied a

transmitter license with the Office under Chapter 560 Part II Florida Statutes and the parties

have since then engaged in discussions The Parties now agree that the issues raised can be

resolved and that litigation can be avoided by their execution of this Stipulation
expeditiously

and Consent Agreement Agreement

2 Jurisdiction The Office is the state agency chazged with the administration and

Part II Florida Statutes and the rules promulgated thereunder

enforcement of Chapter 560

that the Office has jurisdiction to bring administrative action against

Applicant stipulates

Applicant

3 Findings Applicant neither admits nor

denies but consents to the Office
s

in business money transmitter as that term is defined in

finding that Applicant engaged as a

license
Section 23
103
560 Florida Statutes in the State of Florida without first obtaining a
 Part Florida Statutes from February 2010 to November 13 2012 in
under Chapter 560 II

violation of Section 204

560 Florida Statutes Specifically the Office finds that s
Applicant

and stored prepaid

value
existing payment processing services including Square Register

access card services required a license under Florida law

that have read this Agreement and

4 Consideration The parties acknowledge they

terms duties and with respect to its

fully understand the rights obligations responsibilities

contents Therefore in compromise and settlement of this matter the Parties agree to the

following terms and conditions

Comnliance with Chanter 560 Part II Florida Statutes Upon execution of this
a

and granting of its money transmitter license Applicant agrees to maintain such
Agreement
it engages in the business of money
money transmitter license with the Office long
as as

in Florida and shall henceforth strictly comply with all

transmission for compensation

provisions of Chapter 560 Part II Florida Statutes and the rules promulgated thereto Applicant

further agrees to amend its for Licensure Money Services Business increase its
Application as a

and reporting framework to conform with this

surety bond and update its record keeping

and Office and in accordance with Florida law

Agreement as
required by the

Administrative Fine shall pay ADMINISTRATIVE FINE of

b Applicant an

00 five
000
507 hundred and seven thousand dollars with the submission of this Stipulation

and Consent Agreement This administrative fine shall be submitted in the form of bank wire

transfer to the Department of Financial Services Applicant agrees that 1 in accordance with

section Florida Statutes regarding the deposit of monies that the tendered fine or
31
215

settlement check proceeds may be deposited in advance of full execution or acceptance of the

Page 2 of 8
 and such shall not be construed as a final acceptance
proposed settlement agreement 2 deposit

of the Stipulation absent full execution thereof and entry ofthe Final Order adopting same

for
c ApUroval of apnlication The Office agrees to approve sapplication
Applicant

license upon receipt of payment of the fine satisfactory compliance with paragraph 4
b above

adopting this
and entry of the Final Order In the event that prior to entry of the Final Order

to
Agreement the Office discovers additional information not set forth herein which is adverse

the Office shall not be bound by the terms of this

the s application
Applicant for registration

the or seek any other

and remedy allowed by applicable
stipulation and may deny application

based the allegations set forth in this Stipulation

law including any remedy on

consents to the issuance by the Office of the

5 Final Order Respondent

Final attached hereto Exhibit A which incorporates by reference the

accompanying Order as

understands and agrees that this Agreement is subject to

terms of this Agreement Respondent

of the Commissioner of the Office of Financial Regulation and the entry of the
the final approval

Final Order adopting same In the event that the Final Order is not entered this Agreement shall

be null and void

consent to the entry of the Final Order with respect to

6 Waiver By Applicant
s

and voluntarily waives

this proceeding Applicant knowingly

Florida Statutes
a any right to an administrative hearing provided by Chapter 120

s final order contain stated Findings of

b any requirement that the Office separately

Fact and Conclusions of Law or a Notice of Rights

to issuance of a recommended order by an Administrative Law Judge

c any right

from the of Administrative Hearings or a Hearing Officer from the

Department

Office and

Page 3 of 8
 to challenge in any judicial proceeding including
any and all rights to object or
d

but not limited to to section 68

120 Florida Statutes any
an appeal pursuant

duty expressly created by the Final Order

teen condition obligation or

full execution of this Agreement Applicant waives and releases

7 Releases Upon

and employees from any and all causes of action that

the Office
s agents and representatives

to the subject matter hereof except with respect to

Applicant may have arising from or relating

The Office agrees to accept this release behalf of itself its

enforcement of this Agreement on

and without acknowledging and expressly denying that any

agents representatives employees

such cause or causes of action may exist

and stipulates that its

8 Failure to Comply Applicant acknowledges concurs

and conditions of this Agreement and the

failure to comply with any of the terms obligations

Final Order it is violation of the written agreement and the Final Order entered
adopting a

120 Part Florida Statutes Such compliance may

non result in
pwsuant to Chapters 560 II

the issuance of an emergency cease and desist order However nothing herein shall be construed

to limit s right
Applicant to contest any finding or determination of compliance

9 Attorneys Fees Each party herein shall be solely responsible for its attorneys

fees and costs incurred up to and including entry of the Final Order in this matter

the
Severability agrees that if any provision of this Agreement or
10 Applicant

thereof to any person circumstance is invalid the invalidity shall not affect other
application or

the Final Order which shall be given effect without

provisions of the Agreement or adopting it

the provisions of this Agreement severable

the invalid sand
provision to this end are

Page 4 of 8
 A reement Covered by the Law of the State of Florida This Agreement and
11

hereunder and all suits and special proceedings hereunder shall be construed in
performance

accordance with the laws of the State of Florida

other proceedings that may be

12 Venue In any action special proceeding or

of this Agreement the laws of the State

brought arising out of in connection with or
by reason

of Florida shall be applicable and shall govern to the exclusion of the law of any other forum

and venue shall be in Leon County Florida

of Applicant has full

13 Corporate Authority The undersigned representative

to the terms and conditions of this Stipulation and

authority to enter into and bind Applicant

Consent Agreement

and
14 Entire Agreement This Agreement represents the entire agreement by

modifications waivers
Any alterations variations changes or
between and the Office
Applicant

of the provisions hereof shall be valid only when they have been reduced to writing duly signed

the Office and hereto and attached to the original of this Agreement
by Respondent

WHEREFORE the undersigned parties hereby acknowledge and agree to the terms and

conditions of the foregoing Applicant for the issuance of the attached Final Order on the last date

executed below

The space below is intentionally left blank with signatures appearing on page 7

Page 5 of 8
BY SQUARE INC

By 3 j3
Date
Signature
Its FO
Title

cam flier
Print Name

State of ta
n
D
e

County of cn
ur

Before me the undersigned notary public personally appeared alt tin as

jFO of Square Inc who upon being duly sworn states that he has read
s

Sworn to and subscribed

and understands the Foregoing Stipulation and voluntarily signed same

before me this day of 2013

M
ary Public
YP
ZD @p Z

Personally Known OR Produced Identification

Type of Identification Produced ipE

i

BY OFFICE OF FINANCIAL REGULATION

YLC r Q
GI 1 S
GREGORY C AKS Date
Division of onsumer Finance
Director
Office of Financial Regulation

Page 6 of 8
 EXHIBIT A

STATE OF FLORIDA
OFFICE OF FINANCIAL REGULATION

IN RE

SQUARE INC Administrative Proceeding

No 0321
13
07
MR

Applicant

FINAL ORDER

The State of Florida Office of Financial Regulation Office and Square Inc

Applicant having entered into the attached Stipulation and Consent Agreement

and concluding this

Agreement last dated 2013 resolving

matter it is therefore

ORDERED

entered into the Office and Applicant last dated

1 The Agreement by

2013 is adopted and incorporated by reference herein as if set forth at

length

The shall with all provisions of the incorporated Agreement

2 parties comply

of 2013 in Tallahassee
DONE AND ORDERED this day

Leon County Florida

Drew J Breakspear Commissioner

Office of Financial Regulation

Page 7 of 8
 NOTICE OF RIGHTS

A PARTY WHO IS AFFECTED BY THIS FINAL ORDER IS

ADVERSELY
68 FLORIDA
ENTITLED TO JUDICIAL REVIEW PURSUANT TO SECTION 120
STATUTES REVIEW PROCEEDINGS ARE GOVERNED BY THE FLORIDA RULES
OF APPELLATE PROCEDURE SUCH PROCEEDINGS ARE COMMENCED BY

FILING THE ORIGINAL NOTICE OF APPEAL WITH THE AGENCY CLERK

S OFFICE POST
COUNSEL
OFFICE OF FINANCIAL REGULATION GENERAL
OFFICE BOX 8050 TALLAHASSEE FLORIDA 8050 AND A COPY
32314
WITH THE DISTRICT
ACCOMPANIED BY FILING FEES PRESCRIBED BY LAW
COURT OF APPEAL FIRST DISTRICT 2000 DRAYTON DRIVE TALLAHASSEE
OF APPEAL IN THE
0950 OR WITH THE DISTRICT COURT
FLORIDA 32399
APPELLATE DISTRICT WHERE THE PARTY RESIDES THE NOTICE OF APPEAL
THE ORDER TO BE
MUST BE FILED WITHIN 30 DAYS OF RENDITION OF
REVIEWED

CERTIFICATE OF SERVICE

true and correct copy of the foregoing Final Order has been
I HEREBY CERTIFY that a

of 2013 to
furnished via electronic mail this day

Sean Ruff Esq

Morrison Foerster LLP
mofo
c
SRuff
com

Sharda Caro Esq

Square Inc
sguareun
c
Sharda
com

Counsel for Square Inc

Florida Office of Financial Regulation

Fletcher Building
200 East Gaines Street
Tallahassee Florida 32399
0379

Page 8 of8