Welcome to Stripe!
This Stripe Services Agreement includes this introduction, the General Terms, Definitions, Services Terms, and incorporated documents and terms (“Agreement”) and forms a legal agreement between Stripe, Inc. (“Stripe”) and you or the entity you represent (“you” and “your”). This Agreement governs your use of the Services.
This Agreement is effective upon the date you first access or use the Services (“Effective Date”) and continues until you or Stripe terminates it (this period, the “Term”). Capitalized terms used in this Agreement that are not defined inline are defined in the Definitions.
As referenced in Section 13 of the General Terms, any dispute between you and Stripe is subject to a class action waiver and must be resolved by individual binding arbitration. Please read the arbitration provision in this Agreement as it affects your rights under this Agreement.
General Terms
Last modified: November 11, 2024
You and Stripe agree as follows:
1. Your Stripe Account.
1.1 Eligibility.
Only businesses (including sole proprietors) and non-profit organizations located in the United States are eligible to apply for a Stripe Account and use the Services. Stripe and its Affiliates may provide Services to you or your Affiliates in other countries or regions under separate agreements. You and your Representative must not attempt to create a Stripe Account on behalf of or for the benefit of a user whose use of the Stripe services was suspended or terminated by Stripe, unless Stripe approves otherwise.
1.2 Business Representative.
You and your Representative individually affirm to Stripe that (a) your Representative is authorized to provide User Information on your behalf and to bind you to this Agreement; and (b) your Representative is an executive officer, senior manager or otherwise has significant responsibility for the control, management or direction of your business. Stripe may require you or your Representative to provide additional information or documentation demonstrating your Representative’s authority.
1.3 Sole Proprietors.
If you are a sole proprietor, you and your Representative also affirm that your Representative is personally responsible and liable for your use of the Services and your obligations to Customers, including payment of amounts you owe under this Agreement.
1.4 Age Requirements.
If you are a sole proprietor, and you are not old enough to enter into a contract on your own behalf (which is commonly but not always 18 years old), but you are 13 years old or older, your Representative must be your parent or legal guardian. If you are a legal entity that is owned, directly or indirectly, by an individual who is not old enough to enter into a contract on their own behalf, but the individual is 13 years old or older, your Representative must obtain the consent of either your board or an authorized officer. The approving board, authorized officer, parent or legal guardian is responsible to Stripe and is legally bound to this Agreement as if it had agreed to this Agreement itself. You must not use the Services if you are under 13 years of age.
2. Services and Support.
2.1 Services.
Stripe (and its Affiliates, as applicable) will make available to you the Services, including those described in the applicable Services Terms, and, if applicable, give you access to a Stripe Dashboard.
2.2 Services Terms; Order of Precedence.
The Services Terms contain specific terms governing the parties’ rights and obligations related to the Services described in those Services Terms. If there are no Services Terms for a particular Stripe service, then only these General Terms govern. By accessing or using a Service, you agree to comply with the applicable Services Terms. If any term in these General Terms conflicts with a term in any Services Terms or set of terms incorporated by reference into this Agreement, then unless terms of lower precedence expressly state to the contrary, the order of precedence is: (a) the Services Terms; (b) these General Terms; and (c) all terms incorporated by reference into this Agreement. Your access to or use of the Services may also be subject to additional terms to which you agree through the Stripe Dashboard.
2.3 Service Modifications and Updates.
Stripe may modify the Services and Stripe Technology at any time, including adding or removing functionality or imposing conditions on use of the Services. Stripe will notify you of material adverse changes in, deprecations to, or removal of functionality from, Services or Stripe Technology that you are using. Stripe is not obligated to provide any Updates. However, if Stripe makes an Update available, you must fully install the Update by the date or within the time period stated in Stripe’s notice; or, if there is no date or period stated in the notice, then no later than 30 days after the date of the notice.
2.4 Subcontracting.
Stripe may subcontract its obligations under this Agreement to third parties.
2.5 Services Restrictions.
You may only use the Services for business purposes. You must not, and must not enable or allow any third party to:
(a) use the Services for personal, family or household purposes; (b) act as service bureau or pass-through agent for the Services with no added value to Customers; (c) work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited, or access or attempt to access non-public Stripe systems, programs, data, or services; (d) except as Law permits, reverse engineer or attempt to reverse engineer the Services or Stripe Technology; (e) use the Services to engage in any activity that is illegal, fraudulent, deceptive, exploitative, or harmful; (f) perform or attempt to perform any action that interferes with the normal operation of the Services or affects other Stripe users’ use of Stripe services; (g) exceed any Services usage limitations stated in the Documentation; or (h) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any part of the Services, Documentation, or the Stripe Website except as permitted by Law.
2.6 Preview Services.
(a) Classification. Stripe may classify certain Stripe services or Stripe Technology, including a particular product or feature release, as being in a Preview phase. A Stripe service may be generally available in some circumstances (e.g., in some countries or regions) while still released or classified as Preview in other circumstances. (b) Nature of Preview Services. By their nature, Preview Services may be feature-incomplete or contain bugs. Stripe may describe limitations that exist within a Preview Service; however, your reliance on the accuracy or completeness of these descriptions is at your own risk. You should not use Preview Services in a production environment until and unless you understand and accept the limitations and flaws that may be present in the Preview Services. (c) Feedback. Unless Stripe otherwise agrees in writing, your use of Preview Services is confidential, and you must provide timely Feedback on the Preview Services in response to Stripe requests. (d) Availability During Preview Product Release Phase. Stripe may suspend or terminate your access to any Preview Services at any time.
2.7 Support.
Stripe will provide you with support to resolve general issues relating to your Stripe Account and your use of the Services through resources and documentation that Stripe makes available on the Stripe Website and in the Documentation. Stripe’s support is also available by contacting Stripe at contact us. Stripe is not responsible for providing support to Customers.
2.8 Third-Party Services.
Stripe may reference, enable you to access, or promote (including on the Stripe Website) Third-Party Services. These Third-Party Services are provided for your convenience only and Stripe does not approve, endorse, or recommend any Third-Party Services to you. Your access and use of any Third-Party Service is at your own risk and Stripe disclaims all responsibility and liability for your use of any Third-Party Service. Third-Party Services are not Services and are not governed by this Agreement or Stripe’s Privacy Policy. Your use of any Third-Party Service, including those linked from the Stripe Website, is subject to that Third-Party Service’s own terms of use and privacy policies (if any).
2.9 Modifications to Services or Stripe Technology.
(a) Right to Modify. Stripe may modify or discontinue any part of a Service or Stripe Technology, including ceasing to offer that Service or Stripe Technology in a particular country. Stripe will provide you reasonable notice if the modification or discontinuation would materially reduce the functionality of a Service or Stripe Technology that you are using, unless giving notice would (i) pose a security issue to Stripe; or (ii) cause Stripe to violate Law or breach any legal obligation to a Governmental Authority or Financial Partner. (b) Updates. Stripe is not obligated to provide any Updates. If Stripe does make an Update available, you must install the Update by the date or within the time period stated in Stripe’s notice; or, if there is no date or period stated in the notice, then no later than 30 days after the date of the notice.
3. Information; Your Business.
3.1 User Information.
Upon Stripe’s request, you must provide User Information to Stripe in a form satisfactory to Stripe. You must keep the User Information in your Stripe Account current. You must promptly update your Stripe Account with any changes affecting you, the nature of your business activities, your Representative, beneficial owners, principals, or any other pertinent information. You must immediately notify Stripe, and provide to Stripe updated User Information, if (a) you experience or anticipate experiencing a Change of Control; (b) you experience or anticipate experiencing a material change in your business or financial condition, including if you experience or are likely to experience an Insolvency Event; (c) the regulatory status of the business for which you are using the Services changes, including if it becomes subject, or no longer subject, to regulatory oversight; or (d) a Governmental Authority has notified you that you or your business is the subject of investigative action.
3.2 Information Stripe Obtains.
You authorize Stripe to obtain information about you and your business from Stripe’s service providers and other third parties, including credit reporting agencies, banking partners and information bureaus, for the purposes of this Agreement. This information may include your, or your representative’s, name, addresses, credit history, banking relationships, and financial history. You must authorize and direct those third parties to compile and provide this information to Stripe.
4. Services Fees; Taxes.
4.1 Services Fees.
The Fees are stated on the Stripe Pricing Page, unless you and Stripe otherwise agree in writing. Subject to the requirements of Law, Stripe may revise the Fees at any time. Stripe may, from time to time, offer a Service or Service feature without charge, or waive a Fee for that Service or Service feature. If Stripe increases a Fee, or introduces a new Fee, for a Service that you are currently using, then Stripe will notify you at least 30 days (or longer period if Law requires) before the revised or new Fee applies to you.
4.2 Collection of Fees and Other Amounts.
You must pay, or ensure that Stripe is able to collect, Fees, Taxes, and other amounts you owe under this Agreement when due. Stripe may deduct, recoup or setoff Fees and other amounts you owe under this Agreement, or under any other agreements you have with Stripe or any of its Affiliates, from your Stripe Account balance, or invoice you for those amounts. If you fail to pay invoiced amounts when due, if your Stripe Account balance is negative or does not contain funds sufficient to pay amounts that you owe under this Agreement, or under any other agreement with Stripe or any of its Affiliates, or if Stripe is unable to collect amounts due from your Stripe Account balance, then Stripe may, to the extent Law permits, deduct, recoup or setoff those amounts from: (a) if established and applicable, each Reserve; (b) funds payable by Stripe or its Affiliate to you or your Affiliate; (c) if established, each User Affiliate Reserve; (d) each User Bank Account; and (e) the Stripe account balance of each Stripe account that Stripe determines, acting reasonably, is associated with you or your Affiliate. If the currency of the amount being deducted is different from the currency of the amount you owe, Stripe may deduct, recoup or setoff an amount equal to the amount owed (using Stripe’s conversion rate) together with any fees Stripe incurs in making the conversion.
4.3 Debit Authorization.
Without limiting Section 4.2 of these General Terms, you authorize Stripe to debit each User Bank Account without separate notice, and according to the applicable User Bank Account Debit Authorization, to collect amounts you owe under this Agreement. If Stripe is unable to collect those amounts by debiting a User Bank Account, then you immediately grant to Stripe a new, original authorization to debit each User Bank Account without notice and according to the applicable User Bank Account Debit Authorization. Stripe may rely on this authorization to make one or more attempts to collect all or a subset of the amounts owed. Your authorization under this Section 4.3 will remain in full force and effect until (a) all of your Stripe Accounts are closed; or (b) all fees and other amounts you owe under this Agreement are paid, whichever occurs later. If applicable debit scheme authorization rules grant you the right to revoke your debit authorization, then to the extent Law permits, you waive that right.
4.4 Taxes.
The Fees exclude all Taxes, except as the Stripe Pricing Page expressly states to the contrary. You have sole responsibility and liability for:
(a) determining which, if any, Taxes or fees apply to the sale of your products and services, acceptance of donations, or payments you make or receive in connection with your use of the Services; and (b) assessing, collecting, reporting and remitting Taxes for your business.
If Stripe is required by Law to collect or withhold any Taxes, Stripe may deduct those Taxes from amounts otherwise owed to you and pay those Taxes to the appropriate taxing authority. If you are exempt from paying, or are otherwise eligible to pay a reduced rate on, those Taxes, you may provide to Stripe an original certificate that satisfies applicable legal requirements attesting to your tax-exempt status or reduced rate eligibility, in which case Stripe will not deduct the Taxes that certificate covers. You must provide accurate information regarding your tax affairs as Stripe reasonably requests, and must promptly notify Stripe if any information that Stripe prepopulates is inaccurate or incomplete. Stripe may send documents to you and taxing authorities for transactions processed using the Services. Specifically, Law may require Stripe to file periodic informational returns with taxing authorities related to your use of the Services. Stripe may send tax-related information electronically to you.
5. User Bank Accounts; Funds.
5.1 User Bank Accounts; Prohibition on Grant or Assignment.
You must designate at least one User Bank Account in connection with the Services. Stripe may debit and credit a User Bank Account as described in this Agreement. You must not grant or assign to any third party any lien on or interest in funds that may be owed to you under this Agreement until the funds are deposited into a User Bank Account.
5.2 Holding of Funds.
To the extent Law and the applicable Financial Services Terms permit, Stripe and its Affiliates may invest funds they hold into liquid investments. Stripe or its applicable Affiliates will (a) hold these investments separate from investments made with their own funds; and (b) own, and User will not receive, any earnings from these investments. Stripe's and its Affiliates' investment of funds will not affect or delay Stripe's payout obligations under this Agreement.
5.3 Regulated Money Transmission; Stripe Status.
Certain Services involve regulated money transmission under U.S. Law. To the extent that your use of the Services involves money transmission or other regulated services under U.S. Law, Stripe’s Affiliate, SPC, provides those regulated Services, and the SPC terms located on or accessible from the Stripe Legal Page will apply to you, unless the applicable Services Terms specify otherwise. Stripe is not a bank, and does not accept deposits.
5.4 Dormant Accounts.
If you leave any funds dormant in a Stripe Account and you do not instruct Stripe on where to send them, Stripe may deem the funds abandoned by you and deliver them to the appropriate Governmental Authority. However, if Law requires, Stripe will attempt to notify you before doing so.
5.5 Assessed Fines.
You (a) are responsible for all Assessed Fines; and (b) must reimburse Stripe for its payment of Assessed Fines, except to the extent the Assessed Fines result from Stripe’s (i) breach of Law, the Agreement, or Financial Services Terms; or (ii) negligence.
6. Termination; Suspension; Survival.
6.1 Termination.
(a) Your Termination. You may terminate this Agreement at any time by closing your Stripe Account. To do so, you must open the account information tab in your account settings, select “close my account” and stop using the Services. If after termination you use the Services again, this Agreement will apply with an Effective Date that is the date on which you first use the Services again. (b) Stripe Termination. Stripe may terminate this Agreement (or any part) or close your Stripe Account at any time for any or no reason (including if any event listed in Sections 6.2(a)–(i) of these General Terms occurs) by notifying you. In addition, Stripe may terminate this Agreement (or relevant part) for cause if Stripe exercises its right to suspend Services (including under Section 6.2 of these General Terms) and does not reinstate the suspended Services within 30 days. (c) Termination for Material Breach. A party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and if capable of cure, does not cure the breach within 10 days after receiving notice specifying the breach. If the material breach affects only certain Services, the non-breaching party may choose to terminate only the affected Services. (d) Effect on Other Agreements. Unless stated to the contrary, termination of this Agreement will not affect any other agreement between the parties or their Affiliates.
6.2 Suspension.
Stripe may immediately suspend providing any or all Services to you, and your access to the Stripe Technology, if:
(a) Stripe believes it will violate any Law, Financial Services Terms or Governmental Authority requirement; (b) a Governmental Authority or a Financial Partner requires or directs Stripe to do so; (c) you do not update in a timely manner your implementation of the Services or Stripe Technology to the latest production version Stripe recommends or requires; (d) you do not respond in a timely manner to Stripe’s request for User Information or do not provide Stripe adequate time to verify and process updated User Information; (e) you breach this Agreement or any other agreement between the parties; (f) you breach any Financial Services Terms;
(g) you enter an Insolvency Event;
(h) Stripe believes that you are engaged in a business, trading practice or other activity that presents an unacceptable risk to Stripe; or (i) Stripe believes that your use of the Services (i) is or may be harmful to Stripe or any third party; (ii) presents an unacceptable level of credit risk; (iii) increases, or may increase, the rate of fraud that Stripe observes; (iv) degrades, or may degrade, the security, privacy, stability or reliability of the Stripe services, Stripe Technology or any third party’s system (e.g., your involvement in a distributed denial of service attack); (v) enables or facilitates, or may enable or facilitate, illegal or prohibited transactions; or (vi) is or may be unlawful.
6.3 Survival.
The following will survive termination of this Agreement:
(a) provisions that by their nature are intended to survive termination (including Sections 4, 7.2, 9.4, 11, 12 and 13 of these General Terms); and (b) provisions that allocate risk, or limit or exclude a party’s liability, to the extent necessary to ensure that a party’s potential liability for acts and omissions that occur during the Term remains unchanged after this Agreement terminates.
7. Use Rights.
7.1 Use of Services.
Subject to the terms of this Agreement, Stripe (or its applicable Affiliates) grants you a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Term to access the Documentation, and access and use the Stripe Technology, as long as your access and use is (a) solely as necessary to use the Services; (b) solely for your business purposes; and (c) in compliance with this Agreement and the Documentation.
7.2 Feedback.
During the Term, you and your Affiliates may provide Feedback to a Stripe Entity. You grant, on behalf of yourself and your Affiliates, to Stripe and its Affiliates a perpetual, worldwide, non-exclusive, irrevocable, royalty-free license to exploit that Feedback for any purpose, including developing, improving, manufacturing, promoting, selling and maintaining the Stripe services. All Feedback is Stripe’s confidential information.
7.3 Marks Usage.
Subject to the terms of this Agreement, each party (or its applicable Affiliates) grants to the other party a worldwide, non-exclusive, non-transferable, non-sublicensable (except to its Affiliates), royalty-free license during the Term to use the Marks of the grantor party or its Affiliate solely to identify Stripe as your service provider. Stripe and its applicable Affiliates may use your Marks:
(a) on Stripe webpages and apps that identify Stripe’s customers or users; (b) in Stripe sales/marketing materials and communications; and (c) in connection with promotional activities to which the parties agree in writing.
When using Marks of a Stripe Entity, you must comply with the Stripe Marks Usage Terms and all additional usage terms and guidelines that Stripe provides to you in writing (if any). All goodwill generated from the use of Marks will inure to the sole benefit of the Mark owner.
7.4 No Joint Development; Reservation of Rights.
As between the parties, Stripe, its Affiliates, and its third party licensors own all IP Rights in the Services, the Stripe Technology, the Stripe Marks, the Documentation, and the Stripe Website. Any joint development between the parties of intellectual property will require and be subject to a separate agreement between the parties. Nothing in this Agreement assigns or transfers ownership of any IP Rights to the other party or its Affiliates, or contemplates a joint development of intellectual property. All rights (including IP Rights) not expressly granted in this Agreement are reserved.
8. Privacy and Data Use.
8.1 Privacy Policies.
Each party will make available a Privacy Policy that complies with Law. Stripe’s Privacy Policy explains how and for what purposes Stripe collects, uses, retains, discloses and safeguards the Personal Data you provide to Stripe.
8.2 Disclosures.
When you provide Personal Data to Stripe, or authorize Stripe to collect Personal Data, you must provide all necessary notices to, and obtain all necessary rights and consents from, the applicable individuals (including your Customers) sufficient to enable Stripe to lawfully collect, use, retain and disclose the Personal Data in the ways this Agreement and Stripe’s Privacy Policy describe. You will determine the content of the notices you provide to your Customers.
8.3 Personal Data.
Stripe will Process Personal Data for the purposes described in Section 2 of the Data Processing Agreement. You are responsible for being aware of, and complying with, Law governing your use, storage and disclosure of Personal Data.
8.4 Data Processing Agreement.
The Data Processing Agreement, including the Data Transfers Addendum, that applies to your use of the Services and transfer of Personal Data, is incorporated into this Agreement by this reference. Each party will comply with the Data Processing Agreement.
8.5 Stripe Data.
You may use the Stripe Data only as this Agreement and other applicable agreements between a Stripe Entity and you (or your Affiliates, if applicable) permit.
8.6 Retention of Data.
Stripe is not obligated to retain data after the Term, except as (a) required by Law; (b) required for Stripe to perform any post-termination obligations; (c) this Agreement otherwise states; or (d) the parties otherwise agree in writing.
8.7 Use of Fraud Signals.
If Stripe provides you with information regarding the possibility or likelihood that a transaction may be fraudulent or that an individual cannot be verified, Stripe may incorporate your subsequent actions and inactions into Stripe’s fraud and verification model, for the purpose of identifying future potential fraud. Please see the Stripe Privacy Center for more information on Stripe’s collection of end-customer data for this purpose and for guidance on how to notify your Customers.
8.8 Third Party Data You Provide.
If you enable Services or features of Services or functionality that provide Stripe access to data, including Personal Data and Content, from your third party service providers (“Third Party Data”), then you authorize Stripe to access and use the Third Party Data, and you must obtain all necessary rights and consents from the applicable individuals and third parties sufficient to enable Stripe to lawfully collect, use, retain, and disclose the Third Party Data. Stripe will use Third Party Data as this Agreement describes and to (a) secure, provide, and update the Stripe services, (b) comply with Law and Financial Partner requirements, and (c) prevent and mitigate fraud, financial loss, and other harm. You must not provide Protected Health Information to Stripe as part of Third Party Data. You are liable for any disclosure of Protected Health Information to Stripe when you provide access to the Third Party Data.
9. Data Security.
9.1 Controls.
Each party will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect data in its possession or under its control from unauthorized access, accidental loss, and unauthorized modification.
9.2 PCI-DSS.
Stripe will make reasonable efforts to provide the Services in a manner consistent with PCI-DSS requirements that apply to Stripe.
9.3 Stripe Account Credentials.
You must prevent any Credential Compromise, and otherwise ensure that your Stripe Account is not used or modified by anyone other than you and your representatives. If a Credential Compromise occurs, you must promptly notify and cooperate with Stripe, including by providing information that Stripe requests. Any act or failure to act by Stripe will not diminish your responsibility for Credential Compromises.
9.4 Data Breach.
You must notify Stripe immediately if you become aware of an unauthorized acquisition, modification, disclosure, access to, or loss of Personal Data on your systems.
9.5 Audit Rights.
If Stripe believes that a compromise of data has occurred on your systems, website, or app, Stripe may require you to permit a Stripe approved third-party auditor to audit the security of your systems and facilities. You must fully cooperate with all auditor requests for information or assistance. As between the parties, you are responsible for all costs and expenses associated with these audits. Stripe may share with Financial Services Partners any report the auditor issues.
10. Representations and Warranties.
10.1 Representations and Warranties.
You represent as of the Effective Date, and warrant at all times during the Term, that:
(a) you have the right, power, and ability to enter into and perform under this Agreement; (b) you are a business (which may be a sole proprietor) or a non-profit organization located in the United States and are eligible to apply for a Stripe account and use the Services; (c) you have, and comply with, all necessary rights, consents, licenses, and approvals for the operation of your business and to allow you to access and use the Services in compliance with this Agreement and Law; (d) your employees, contractors and agents are acting consistently with this Agreement; (e) your use of the Services does not violate or infringe upon any third-party rights, including IP Rights, and you have obtained, as applicable, all necessary rights and permissions to enable your use of Content in connection with the Services; (f) you are authorized to initiate settlements to and debits from the User Bank Accounts; (g) your use of the Services and Stripe Technology, performance of your obligations under this Agreement, and conduct of your business, comply with Law; (h) you comply with the Documentation;
(i) you comply with the Financial Services Terms, and are not engaging in activity that any Financial Partner identifies as damaging to its brand; (j) you do not use the Services to conduct a Prohibited or Restricted Business, transact with any Prohibited or Restricted Business, or enable any individual or entity (including you) to benefit from any Prohibited or Restricted Business, unless Stripe has pre-approved the respective Prohibited or Restricted Business in writing; (k) you are the named account holder of each User Bank Account, and each User Bank Account is located in a country Stripe approves you to maintain Bank Accounts; and (l) all information you provide to Stripe, including the User Information, is accurate and complete.
10.2 Scope of Application.
Unless this Agreement states to the contrary elsewhere, the representations and warranties in Sections 10.1 and 15.9 of these General Terms apply generally to your performance under this Agreement. Additional representations and warranties that apply only to a specific Service may be included in the Services Terms.
11. Indemnity.
11.1 Stripe IP Infringement.
(a) Defense and Indemnification. Stripe will defend you against any IP Claim and indemnify you against all IP Claim Losses. (b) Limitations. Stripe’s obligations in this Section 11.1 do not apply if the allegations do not specify that the Stripe Technology, Services, or Mark of a Stripe Entity is the basis of the IP Claim, or to the extent the IP Claim or IP Claim Losses arise out of:
(i) the use of the Stripe Technology or Services in combination with software, hardware, data, or processes not provided by Stripe; (ii) failure to implement, maintain and use the Stripe Technology or Services in accordance with the Documentation and this Agreement; (iii) your breach of this Agreement; or
(iv) your negligence, fraud or willful misconduct.
(c) Process. You must promptly notify Stripe of the IP Claim for which you seek indemnification; however, any delay or failure to notify will not relieve Stripe of its obligations under this Section 11, except to the extent Stripe has been prejudiced by the delay or failure. You must give Stripe sole control and authority to defend and settle the IP Claim, but (i) you may participate in the defense and settlement of the IP Claim with counsel of your own choosing at your own expense; and (ii) Stripe will not enter into any settlement that imposes any obligation on you (other than payment of money, which Stripe will pay) without your consent. You must reasonably assist Stripe in defending the IP Claim. (d) Other Stripe Actions. Stripe may in its discretion and at no additional expense to you:
(i) modify the Stripe Technology or Services so that they are no longer claimed to infringe or misappropriate IP Rights of a third party; (ii) replace the affected Stripe Technology or Services with a non-infringing alternative; (iii) obtain a license for you to continue to use the affected Stripe Technology, Services, or Mark; or (iv) terminate your use of the affected Stripe Technology, Services, or Mark upon 30 days’ notice. (e) Exclusive Remedy. This Section 11.1 states Stripe’s sole liability, and your sole and exclusive right and remedy, for infringement by the Stripe Technology, Services, or Marks of a Stripe Entity, including any IP Claim.
11.2 Your Indemnification Obligations.
(a) Defense. You will defend the Stripe Parties against any Claim made against any of the Stripe Parties to the extent arising out of or relating to:
(i) your breach of any of your representations, warranties or obligations under this Agreement; (ii) your use of the Services, including use of Personal Data; (iii) an allegation that any of the Marks you license to Stripe, or your Content, infringes on or misappropriates the rights, including IP Rights, of the third party making the Claim; or (iv) a User Party’s negligence, willful misconduct or fraud. (b) Indemnification. You will indemnify the Stripe Parties against all Stripe Losses arising out of or relating to Claims described in this Section 11.2.
12. Disclaimer and Limitations on Liability.
The following disclaimer and limitations will apply notwithstanding the failure of the essential purpose of any limited remedy.
12.1 Disclaimer.
Stripe provides the Services and Stripe Technology “AS IS” and “AS AVAILABLE”. Except as expressly stated as a “warranty” in this Agreement, and to the maximum extent permitted by Law, Stripe does not make any, and expressly disclaims all, express and implied warranties and statutory guarantees with respect to its performance under this Agreement, the Services, Financial Partners, the Stripe Technology, Stripe Data and the Documentation, including as related to availability, the implied warranties of fitness for a particular purpose, merchantability and non-infringement, and the implied warranties arising out of any course of dealing, course of performance or usage in trade. The Stripe Parties are not liable for any losses, damages, or costs that you or others may suffer arising out of or relating to hacking, tampering, or other unauthorized access or use of the Services, your Stripe Account, or Protected Data, or your failure to use or implement anti-fraud or data security measures. Further, the Stripe Parties are not liable for any losses, damages, or costs that you or others may suffer arising out of or relating to (a) your access to, or use of, the Services in a way that is inconsistent with this Agreement or the Documentation; (b) unauthorized access to servers or infrastructure, or to Stripe Data or Protected Data; (c) Service interruptions or stoppages; (d) bugs, viruses, or other harmful code that may be transmitted to or through the Service (e) errors, inaccuracies, omissions or losses in or to any Protected Data or Stripe Data; (f) Content; or (g) your or another party's defamatory, offensive, fraudulent, or illegal conduct.
12.2 LIMITATIONS ON LIABILITY.
(a) Indirect Damages. To the maximum extent permitted by Law, the Stripe Parties will not be liable to you or your Affiliates in relation to this Agreement or the Services during and after the Term, whether in contract, negligence, strict liability, tort or other legal or equitable theory, for any lost profits, personal injury, property damage, loss of data, business interruption, indirect, incidental, consequential, exemplary, special, reliance, or punitive damages, even if these losses, damages, or costs are foreseeable, and whether or not you or the Stripe Parties have been advised of their possibility. (b) General Damages. To the maximum extent permitted by Law, the Stripe Parties will not be liable to you or your Affiliates in relation to this Agreement or the Services during and after the Term, whether in contract, negligence, strict liability, tort or other legal or equitable theory, for losses, damages, or costs exceeding in the aggregate the greater of (i) the total amount of Fees you paid to Stripe (excluding all pass-through fees levied by Financial Partners) during the 3-month period immediately preceding the event giving rise to the liability; and (ii) $500 USD.
13. Dispute Resolution; Agreement to Arbitrate.
13.1 Governing Law.
The laws of the state of California will govern this Agreement, without giving effect to its conflict of law principles.
13.2 Binding Arbitration.
(a) All disputes, claims and controversies, whether based on past, present or future events, arising out of or relating to statutory or common law claims, the breach, termination, enforcement, interpretation or validity of any provision of this Agreement, and the determination of the scope or applicability of your agreement to arbitrate any dispute, claim or controversy originating from this Agreement, but specifically excluding any dispute principally related to either party’s IP Rights (which will be resolved in litigation before the United States District Court for the Northern District of California), will be determined by binding arbitration in San Francisco, California before a single arbitrator. (b) The American Arbitration Association will administrate the arbitration under its Commercial Arbitration Rules. The Expedited Procedures of the American Arbitration Association’s Commercial Arbitration Rules will apply for cases in which no disclosed claim or counterclaim exceeds $75,000 USD (excluding interest, attorneys’ fees and arbitration fees and costs). Where no party’s claim exceeds $25,000 USD (excluding interest, attorneys’ fees and arbitration fees and costs), and in other cases where the parties agree, Section E-6 of the Expedited Procedures of the American Arbitration Association’s Commercial Arbitration Rules will apply. (c) The arbitrator will apply the substantive law of the State of California and of the United States, excluding their conflict or choice of law rules. (d) Nothing in this Agreement will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. (e) The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provisions in this Section 13 referencing applicable substantive law, the Federal Arbitration Act (9 U.S.C. Sections 1-16) will govern any arbitration conducted in accordance with this Agreement.
13.3 Arbitration Procedure.
(a) A party must notify the other party of its intent to commence arbitration prior to commencing arbitration. The notice must specify the date on which the arbitration demand is intended to be filed, which must be at least 30 days after the date of the notice. During this time period, the parties will meet for the purpose of resolving the dispute prior to commencing arbitration. (b) Subject to Section 13.3(a) of these General Terms, each party may commence arbitration by providing to the American Arbitration Association and the other party to the dispute a written demand for arbitration, stating the subject of the dispute and the relief requested. (c) Subject to the disclaimers and limitations of liability stated in this Agreement, the appointed arbitrators may award monetary damages and any other remedies allowed by the laws of the State of California. In making a determination, the arbitrator will not have the authority to modify any term of this Agreement. The arbitrator will deliver a reasoned, written decision with respect to the dispute to each party, who will promptly act in accordance with the arbitrator’s decision. Any award (including interim or final remedies) may be confirmed in or enforced by a state or federal court located in San Francisco, California. The decision of the arbitrator will be final and binding on the parties, and will not be subject to appeal or review. (d) In accordance with the AAA Rules, the party initiating the arbitration is responsible for paying the applicable filing fee. Each party will advance one-half of the fees and expenses of the arbitrator, the costs of the attendance of the arbitration reporter at the arbitration hearing, and the costs of the arbitration facility. In any arbitration arising out of or relating to this Agreement, the arbitrator will award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defenses on which it prevails, and any opposing awards of costs and legal fees awards will be offset.
13.4 Confidentiality.
The parties will keep confidential the existence of the arbitration, the arbitration proceeding, the hearing and the arbitrator’s decision, except (a) as necessary to prepare for and conduct the arbitration hearing on the merits; (b) in connection with a court application for a preliminary remedy, or confirmation of an arbitrator’s decision or its enforcement; (c) Stripe may disclose the arbitrator’s decision in confidential settlement negotiations; (d) each party may disclose as necessary to professional advisors that are subject to a strict duty of confidentiality; and (e) as Law otherwise requires. The parties, witnesses, and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration, except as Law requires or if the evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.
13.5 Conflict of Rules.
In the case of a conflict between the provisions of this Section 13 and the AAA Rules, the provisions of this Section 13 will prevail.
13.6 Class Waiver.
To the extent Law permits, any dispute arising out of or relating to this Agreement, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. Notwithstanding any other provision of this Agreement or the AAA Rules, disputes regarding the interpretation, applicability, or enforceability of this class waiver may be resolved only by a court and not by an arbitrator. If this waiver of class or consolidated actions is deemed invalid or unenforceable, neither party is entitled to arbitration.
13.7 No Jury Trial.
If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated between the parties.
14. Modifications to this Agreement.
Stripe may modify all or any part of this Agreement at any time by posting a revised version of the modified General Terms (including the introduction to this Agreement and the Definitions), Services Terms or terms incorporated by reference on the Stripe Legal Page or by notifying you. The modified Agreement is effective upon posting or, if Stripe notifies you, as stated in the notice. By continuing to use Services after the effective date of any modification to this Agreement, you agree to be bound by the modified Agreement. It is your responsibility to check the Stripe Legal Page regularly for modifications to this Agreement. Stripe last modified these General Terms on the date listed under the “General Terms” heading, and each set of Services Terms on the date listed under the heading for those terms. Except as this Agreement (including in this Section 14) otherwise allows, this Agreement may not be modified except in writing signed by the parties.
15. General Provisions.
15.1 Electronic Communications.
By accepting this Agreement or using any Service, you consent to electronic communications as described in the E-SIGN Disclosure, which is incorporated into this Agreement by this reference.
15.2 Notices and Communications.
(a) Notices to Stripe. Unless this Agreement states otherwise, for notices to Stripe, you must contact us. A notice you send to Stripe is deemed to be received when Stripe receives it. (b) Communications to you. In addition to sending you a Communication electronically as Section 15.1 of these General Terms describes, Stripe may send you Communications by physical mail or delivery service to the postal address listed in the applicable Stripe Account. A Communication Stripe sends to you is deemed received by you on the earliest of (i) when posted to the Stripe Website or Stripe Dashboard; (ii) when sent by text message or email; and (iii) three business days after being sent by physical mail or when delivered, if sent by delivery service.
15.3 Legal Process.
Stripe may respond to and comply with any Legal Process that Stripe believes to be valid. Stripe may deliver or hold any funds or, subject to the terms of Stripe’s Privacy Policy, any data as required under the Legal Process, even if you are receiving funds or data on behalf of other parties. Where Law permits, Stripe will notify you of the Legal Process by sending a copy to the email address in the applicable Stripe Account. Stripe is not responsible for any losses, whether direct or indirect, that you may incur as a result of Stripe’s response or compliance with a Legal Process in accordance with this Section 15.3.
15.4 Collection Costs.
You are liable for all costs Stripe incurs during collection of any amounts you owe under this Agreement, in addition to the amounts you owe. Collection costs may include attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, applicable interest, and any other related cost.
15.5 Interpretation.
(a) No provision of this Agreement will be construed against any party on the basis of that party being the drafter. (b) References to “includes” or “including” not followed by “only” or a similar word mean “includes, without limitation” and “including, without limitation,” respectively. (c) Except where expressly stated otherwise in writing executed between you and Stripe, this Agreement will prevail over any conflicting policy or agreement for the provision or use of the Services. (d) All references in this Agreement to any terms, documents, Law or Financial Services Terms are to those items as they may be amended, supplemented or replaced from time to time. All references to APIs and URLs are references to those APIs and URLs as they may be updated or replaced. (e) The section headings of this Agreement are for convenience only, and have no interpretive value. (f) Unless expressly stated otherwise, any consent or approval that may be given by a party (i) is only effective if given in writing and in advance; and (ii) may be given or withheld in the party’s sole and absolute discretion. (g) References to “business days” means weekdays on which banks are generally open for business in the country in which Stripe is located. Unless specified as business days, all references in this Agreement to days, months or years mean calendar days, calendar months or calendar years. (h) Unless expressly stated to the contrary, when a party makes a decision or determination under this Agreement, that party has the right to use its sole discretion in making that decision or determination. (i) The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
15.6 Waivers.
To be effective, a waiver must be in writing signed by the waiving party. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of that party’s rights to subsequently enforce the provision.
15.7 Force Majeure.
Stripe and its Affiliates will not be liable for any losses, damages, or costs you suffer, or delays in a Stripe Entity's performance or non-performance, to the extent caused by a Force Majeure Event.
15.8 Assignment.
You may not assign or transfer any obligation or benefit under this Agreement without Stripe’s consent. Any attempt to assign or transfer in violation of the previous sentence will be void in each instance. If you wish to assign this Agreement, please contact us. Stripe may, without your consent, freely assign and transfer this Agreement, including any of its rights or obligations under this Agreement. This Agreement will be binding on, inure to the benefit of, and be enforceable by the parties and their permitted assigns.
15.9 Trade Control.
You must not use or otherwise export, re-export or transfer the Stripe Technology except as authorized by United States law and the laws of the jurisdiction(s) in which the Stripe Technology was distributed and obtained, including by providing access to Stripe Technology (a) to any individual or entity ordinarily resident in a High-Risk Jurisdiction; or (b) to any High-Risk Person. By using the Stripe Technology, you represent as of the Effective Date and warrant during the Term that you are not (i) located in or organized under the laws of any High-Risk Jurisdiction; (ii) a High-Risk Person; or (iii) owned 50% or more, or controlled, by individuals and entities (x) located in or, as applicable, organized under the laws of any High-Risk Jurisdiction; or (y) any of whom or which is a High-Risk Person. You must not use the Stripe Technology for any purposes prohibited by Law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.
15.10 No Agency.
Each party to this Agreement, and each Financial Partner, is an independent contractor. Nothing in this Agreement serves to establish a partnership, joint venture, or general agency relationship between Stripe and you, or with any Financial Partner. If this Agreement expressly establishes an agency relationship between you as principal and a Stripe Entity as agent, the agency conferred, including your rights as principal and a Stripe Entity's obligations as agent, is limited strictly to the stated appointment and purpose and implies no duty to you, or a Stripe Entity, and will in no event establish an agency relationship for tax purposes.
15.11 Severability.
If any court or Governmental Authority determines a provision of this Agreement is unenforceable, the parties intend that this Agreement be enforced as if the unenforceable provision were not present, and that any partially valid and enforceable provision be enforced to the extent that it is enforceable.
15.12 Cumulative Rights; Injunctions.
The rights and remedies of the parties under this Agreement are cumulative, and each party may exercise any of its rights and enforce any of its remedies under this Agreement, along with all other rights and remedies available to it at law, in equity or under the Financial Services Terms. Any material breach by a party of Section 7 or Section 8 of these General Terms could cause the non-breaching party irreparable harm for which the non-breaching party has no adequate remedies at law. Accordingly, the non-breaching party is entitled to seek specific performance or injunctive relief for the breach.
15.13 Entire Agreement.
This Agreement constitutes the entire agreement and understanding of the parties with respect to the Services, and supersedes all prior and contemporaneous agreements and understandings.
Definitions
“AAA Rules” means the American Arbitration Association’s Commercial Arbitration Rules as described in Section 13.2(b) of the General Terms. “ACH Network” means the automated clearinghouse payment network that the member organizations of Nacha control and manage. “Acquirer Terms” means the terms that a Payment Method Acquirer has specified that apply to that Payment Method Acquirer’s services, located on or accessible from the Stripe Legal Page. “Activity” means any action taken on or related to a Connected Account's Stripe account that a Stripe Connect Platform or a Connected Account initiates, submits or performs, either through the Stripe Technology or through the Stripe Connect Services, including communication regarding the Services as related to that Connected Account. “Advanced Fraud Tools Data” means Authorization Risk Scores, Card Testing Risk Levels, Merchant Dispute Rates, Fraud Disputability Assessments, Compromised Card Alerts, and all other data you receive through the Advanced Fraud Tools Services. “Advanced Fraud Tools Services” means the Services that are designed to enable you to detect and evaluate the risk that a Card Transaction authorization or other related activity is fraudulent, and may, at your option, include:
(a) access to an Authorization Risk Score, Card Testing Risk Level, Merchant Dispute Rate, and Fraud Disputability Assessment for each Card Transaction authorization; (b) Compromised Card Alerts for potentially compromised Cards; (c) access to additional data, analytics, and indicators of fraud via the Stripe API and Stripe Dashboard, including Card Transaction authorization risk characteristic reports, anomalous spend alerts, and other supplemental fraud and risk data; (d) access to SMS fraud alert verifications; and
(e) access to other fraud detection features and capabilities that Stripe may make available to you. “Affiliate” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity. “AML and Sanctions Law” means all applicable anti-money laundering and sanctions laws, rules, regulations and other binding requirements of any regulator or other governmental agency or entity with jurisdiction in the United States, or with jurisdiction over the Stripe Vault and Forward Services, Stripe or its Affiliates, you or your Affiliates, or a Third Party PSP, as applicable. “API” means application programming interface.
“Apps on Devices” means the application management and distribution service and developer tools provided by Stripe that enable you to deploy Stripe Apps on Stripe Terminal Products. “Assessed Fines” means assessments, penalties, fines, and fees imposed by Governmental Authorities or Financial Partners arising out of or relating to your use of the Services. “Authorized Purpose” means the purpose approved by Stripe under Section 2.1 of the Stripe Financial Connections Terms for which you may collect, use, disclose and process Connections Data. “Authorization Risk Score” means a risk score or level associated with a Card Transaction authorization based on Stripe Data, including the Merchant Dispute Rate and the Card Testing Risk Level. “Available Spend” has the meaning given to it in the applicable Issuing Bank Terms. “Available Treasury Balance” means the amount of funds that is available to be transferred or paid out of a Financial Account. “Beneficiary” means a business entity (i.e., not a natural person) that is an intended beneficiary of a Retirement or Retirement Services. “Carbon Removal Unit,” or “CRU,” means a specified amount of carbon dioxide removed from the atmosphere that is acquired via Offtake Agreements. CRUs may be either a full or a partial ton. “Card” has the meaning given to it in the applicable Issuing Bank Terms. “Card Network” means a payment card network, including the network operated by each of Visa, Mastercard, American Express and Discover. “Card Network Rules” means the Payment Method Rules published by a Card Network. “Card Testing Attack” means repeated fraudulent tests of card account numbers until a valid card account number is found. “Card Testing Risk Level” means the level assigned to a Card Transaction authorization that represents the likelihood the Card Transaction authorization is or will be impacted by Card Testing Attacks. “Card Transaction” has the meaning given in the applicable Issuing Bank Terms. “CCPA” means California Consumer Privacy Act of 2018, Cal. Civ. Code Sections 1798.100-1798.199. “Change of Control” means (a) an event in which any third party or group acting together, directly or indirectly, acquires or becomes the beneficial owner of, more than 50% of a party’s voting securities or interests; (b) a party’s merger with one or more third parties; (c) a party’s sale, lease, transfer or other disposal of all or substantially all of its assets; or (d) entry into any transaction or arrangement that would have the same or similar effect as a transaction referred to in (a)-(c) of this definition; but, does not include an initial public offering or listing. “Claim” means any claim, demand, government investigation or legal proceeding made or brought by a third party. “Climate API” means the application programming interfaces that facilitate your selection of Retirement Services and any associated CRUs, and the sample code, instructions, requirements, and other guidelines as described in the Documentation. “Climate Project” means a climate project that Stripe funds. "Communication” means any written or electronic transmission of information or communication, including a notice, approval, consent, authorization, agreement, disclosure or instruction. “Compromised Card Alert” means a notification that a Card may have been compromised by a Card Testing Attack. “Connected Account” means (a) a Platform User that has a Stripe account onboarded to a Stripe Connect Platform via the Stripe Connect Services; or (b) a Payout Recipient. “Connected Account Agreement” means the agreement with Stripe that applies to Connected Accounts (except Payout Recipients), which is accessible on the Stripe Legal Page for the Connected Account's jurisdiction. “Connected Account Data” means data about Connected Accounts and Activity, which may include Protected Data and Stripe Data. “Connections Data” means data associated with a Connections End User’s financial account that Stripe provides to you through the Stripe Financial Connections Services, which may include account and routing numbers, account ownership information, account balance, and account transactions, from Data Sources. “Connections End User” means an End User whose Connections Data you request to access, collect, use, and process in connection with the Stripe Financial Connections Services. “Content” means all text, images, and other content that Stripe does not provide to you and that you upload, publish or use in connection with the Services. “Control” means direct or indirect ownership of more than 50% of the voting power or equity in an entity. “Credential Compromise” means an unauthorized access, disclosure or use of your Stripe Account credentials, which includes Stripe API keys. “Custodial Account” means a custodial account that SPC maintains, in its name, at the Treasury Bank, for the benefit of all accountholders using the Stripe Treasury Services. “Custom Account” means a Connected Account enrolled as a Custom account, as described in the Documentation. “Customer” means an entity or individual who owes payment to you in exchange for you providing goods or services (including charitable services). “Cut-Off Time” means the time on a business day by which SPC must receive an instruction or Financial Account Transaction request from a Stripe Treasury Accountholder in order to process that instruction or request on the same day. “Data Source” means an entity that provides financial account information to Stripe. “Data Processing Agreement” means the data processing agreement located at www.stripe.com/legal/dpa. “Data Warehouse” means a data storage solution listed on the Stripe Website that you select. “Dispute” means an instruction a Customer initiates to reverse or invalidate a processed Transaction (including “chargebacks” and “disputes” as those terms may be used by Payment Method Providers). “Disputes API Form” means an electronic form that enables you and your Connected Accounts to submit Card Transaction disputes to Stripe. “Documentation” means the sample code, instructions, requirements and other documentation (a) available on the Stripe Website, the first page of which is located at www.stripe.com/docs; and (b) included in the Stripe SDKs. "DP Law" has the meaning given to it in the Data Processing Agreement. “Due Diligence Requirements” means requirements imposed by Law that govern, are related to, or are similar to Anti-Money Laundering (AML), Know Your Customer (KYC), Know Your Business (KYB) and Customer Due Diligence (CDD). “End User” has the meaning given to it in Stripe’s Privacy Policy. “End User Rights” means the data privacy rights afforded to End Users under DP Law. “End User Service” has the meaning given to it in the Stripe End User Terms. “Entry” has the meaning given to it in the Nacha Operating Rules. “ERISA” means the Employee Retirement Income Security Act of 1974, 29 U.S.C. Chapt. 18. “Express Account” means a Connected Account enrolled as an Express account, as described in the Documentation. “Express Consent” means a Connections End User’s express, informed opt-in consent to your collection, use, disclosure, and processing of that Connections End User’s Connections Data for the Authorized Purpose. “Express Consent UI” means the user interface, including the text and consent mechanism included on that user interface, through which you obtain Express Consents. “FCRA” means Fair Credit Reporting Act, 15 U.S.C. Section 1681, et seq. and Equal Credit Opportunity Act, 15 U.S.C. Section 1681, et seq. “FDIC” means Federal Deposit Insurance Corporation.
“FDIC Insurance” means deposit insurance that covers certain types of accounts at FDIC-insured banks. “Feedback” means ideas, suggestions, comments, observations and other input you provide to Stripe regarding Stripe services and the Stripe Technology. “Fees” means the fees and charges applicable to the Services. “Financial Account” means the virtual prepaid access account that SPC or its Affiliates creates for a Stripe Treasury Accountholder as part of the Stripe Treasury Services. “Financial Account Transaction” means an Entry or other transaction in a Financial Account that adds to or subtracts from the Available Treasury Balance. “Financial Institution” has the meaning given to it in the GLBA. “Financial Partner” means an entity that provides financial services and with which a Stripe Entity interacts to provide the Services. “Financial Services Terms” means (a) the rules and terms a Financial Partner specifies that apply to that entity’s services; and (b) the PCI Standards. “Force Majeure Event” means an event beyond the control of a Stripe Entity, including (a) a strike or other labor dispute or labor shortage, stoppage or slowdown; (b) supply chain disruption; (c) embargo or blockade; (d) telecommunication breakdown, power outage or shortage; (e) inadequate transportation service or inability or delay in obtaining adequate supplies; (f) weather, earthquake, fire, flood, natural disaster or act of God; (g) riot, civil disorder, war, invasion, hostility (whether war is declared or not) or terrorism threat or act; (h) civil or government calamity; (i) epidemic, pandemic, state, national or international health crisis; and (j) Law or act of a Governmental Authority. “Forwarded Data” means payment card and transaction-related data that you forward using the Stripe Vault and Forward Services, including payment card transaction authorization and charge requests. “Fraud Disputability Assessment” means, with respect to a Card Transaction authorization, an assessment of the likelihood that the Card Transaction authorization can be disputed in the event of fraud. “Frontier Marketing Collateral” means the marketing and promotional materials and other ancillary documents developed for the purpose of promoting Stripe Climate Orders. “Frontier Webpage” means https://www.frontierclimate.com, as updated from time to time. “GDPR” means General Data Protection Regulation (EU) 2016/679. “GLBA” means Gramm-Leach Bliley Act, 15 U.S.C. Sections 6802-6809. “Governmental Authority” means a regulator or other governmental agency or entity with jurisdiction over the Services, Stripe or you, as applicable. “High-Risk Jurisdiction” means any jurisdiction or administrative region that Stripe has deemed to be of particularly high risk, as identified in Stripe's Prohibited and Restricted Business List. “High-Risk Person” means any individual or entity that Stripe has deemed to be of particularly high risk, as identified in Stripe's Prohibited and Restricted Business List. “Hold” means a restriction on the availability of funds in a Financial Account that a Stripe Entity places as a result of delayed funds availability, Legal Process or other reason. “Identity Services Data” means any Stripe Data you receive from Stripe in connection with the Stripe Identity Services. “ID Image” means an image of an individual submitted through the Stripe Identity Services, including an image captured from an individual’s identification document. “Insolvency Event” means the occurrence of any of the following (or any analogous procedure or step):
(a) as defined by Law, you are unable (or deemed to be unable) to pay your debts; (b) you are the subject of a petition, resolution, order or any other step in relation to winding up, bankruptcy or equivalent proceedings; (c) you stop, or threaten to stop, carrying on all or part of your business (except for the purposes of an amalgamation, reconstruction or reorganization); (d) you enter into a compulsory or voluntary liquidation, or a liquidator is appointed in relation to you or any of your assets; (e) you are the subject of a petition for an administration order or an application for such an order, or a notice of intention to appoint an administrator to you is given, or any other step is taken by any individual or entity with a view to the administration of you under Law; (f) a moratorium is agreed or declared with respect to all or part of your debts; (g) you enter, or propose to enter, into any compromise or arrangement of your debts with or for the benefit of some or all of your creditors generally, or in respect of a particular type of your debts; (h) you begin proceedings or negotiations, or propose or agree, to reschedule, readjust or defer your debts; (i) a liquidator, receiver, administrative receiver, administrator, manager or other similar officer is appointed in respect of the whole or any part of your assets; (j) an enforcement of any security over, or an execution, attachment, lien, levy, distress or similar procedure is levied against, any of your assets; (k) any legal proceeding, corporate action or other procedure or step is taken in connection with appointing an administrator, administrative receiver, receiver, liquidator, manager, trustee in bankruptcy or other similar officer in relation to you or any of your assets; or (l) where any User Entity or shareholder of a User Entity is subject to any of the events listed in this definition. “IP Claim” means a Claim made against you by a third party alleging that the Stripe Technology, Services or a Stripe Mark provided to and used by you in accordance with this Agreement infringes or misappropriates the IP Rights of the third party making the Claim, excluding Claims made by Connected Accounts. “IP Claim Losses” means (a) all amounts finally awarded to the third party making an IP Claim; and (b) all amounts paid to a third party to settle an IP Claim under an agreement approved by Stripe. “IP Rights” means all copyrights, patents, trademarks, service marks, trade secrets, moral rights and other intellectual property rights recognized anywhere in the world. “IRS” means Internal Revenue Service.
“IRS Code” means Internal Revenue Code, 26 U.S.C. Title 26. “IRS Form 1099 Services” means the Services where Stripe generates copies of IRS Form 1099 with respect to Transactions on Custom Accounts, Express Accounts, and Connected Accounts with Platform Pricing Control, delivers recipient copies of IRS Form 1099 to the applicable Connected Accounts, and files electronic copies of IRS Form 1099 with the applicable Governmental Authorities (e.g., state or federal tax authorities), to the extent stated in the Documentation. “Issuing Authorized User” has the meaning given to it in the applicable Issuing Bank Terms. “Issuing Bank” means the Financial Partner, identified in the Issuing Bank Terms for the applicable Stripe Issuing Program, that issues a Card. “Issuing Bank Terms” means the applicable Issuing Bank’s Financial Services Terms that govern your participation in the applicable Stripe Issuing Program. “Issuing Complaint” means any expression of dissatisfaction with a product, service, policy, or employee related to a Stripe Issuing Program. “Law” means all applicable laws, rules, regulations and other binding requirements of any Governmental Authority. “Legal Process” means a writ of attachment, lien, levy, subpoena, warrant, or other legal order. “Mark” means a trademark, service mark, design mark, logo or stylized script. “Merchant Dispute Rate” means an assessment of the historical dispute rate of a merchant’s Transactions for the time period during which Stripe has provided Stripe Payments Services to that merchant. “Merchant Initiated Transaction” means a Transaction or a series of Transactions that you initiate according to an authorization (i.e., mandate) that you receive from a Customer that authorizes you to initiate the Transaction(s) on the agreed terms, without requiring the Customer to take any further action to trigger their initiation by you. “Merchant Losses” means negative amounts on a Connected Account’s Stripe account balance resulting from Transactions, Disputes, Refunds, and Reversals (as defined in the Stripe Payments Terms) where the Connected Account is the settlement merchant. “MOTO Transaction” means a Transaction that you initiate through a mail order or over the telephone. “Multi-Currency Processing” means the ability to have funds settled to a User Bank Account in a currency different from the one in which you accepted payment from a Customer. “Nacha” means the National Automated Clearinghouse Association. “Nacha Operating Rules” means the rules Nacha publishes that govern automated clearing house transactions on the ACH Network, located at www.nachaoperatingrulesonline.org. “Offtake Agreement” means a legally binding contract to buy future tons of carbon dioxide removal at an agreed price if and when delivered. “On-Reader Forms” means functionality that allows you to display pre-built user interfaces on Stripe Terminal Product reader device screens that may be used to (a) display customized text to your Customers, (b) solicit Customer selection from buttons displaying customized text, or (c) collect and store Customer input text information and signature images. “Originator” has the meaning given to it in the Nacha Operating Rules. “Paris Agreement” means the Paris Agreement to the United Nations Framework Convention on Climate Change, U.N. Doc. FCCC/CP/2015/L.9/Rev/1 (Dec. 12, 2015). “Payment Account Details” means the Payment Method account details for a Customer that the PCI Standards require to be protected, which may include the Customer’s name, and with respect to credit and debit cards, the Customer’s account number, card expiration date, and card verification value or similar security code. “Payment Method” means a payment method that Stripe accepts as part of the Stripe Payments Services (e.g., a Visa credit card, Klarna). “Payment Method Acquirer” means an entity that a Payment Method Provider has authorized to (a) sponsor or submit Transactions at the request of merchants to the Payment Method Provider for authorization and clearing; and (b) receive and remit settlement funds for authorized and cleared Transactions. “Payment Method Provider” means the provider of a Payment Method (e.g., Visa Inc., Klarna Bank AB). “Payment Method Rules” means the publicly available guidelines, bylaws, rules and regulations a Payment Method Provider imposes that describe how a Payment Method may be accepted and used. “Payment Method Terms” means terms that apply to your acceptance and use of a Payment Method, located on or accessible from the Stripe Website, including on the Stripe Legal Page, and which as of the Effective Date are described on that page as “Payment Method Terms.” “Payout Delay” means a delay to the Payout Schedule caused by (a) the unavailability of a Financial Partner, Governmental Authority, telecommunications provider or internet service provider; (b) incorrect information, such as a bank account number, provided to Stripe; (c) your equipment, software, or other technology; (d) a delay or failure of a Financial Partner to settle a Transaction to Stripe, including as a result of a Financial Partner’s default, insolvency, or bankruptcy; or (e) a Force Majeure Event. “Payout Recipient” means a third-party recipient to which Stripe enables you to make payouts via the Stripe Connect Services. “Payout Schedule” means the schedule available in the Stripe Dashboard that shows the number of business days following the Transaction date that it takes for Stripe to initiate transfer of Transaction settlement funds to a User Bank Account. “Payment Source” has the meaning given to it in the applicable Issuing Bank Terms. “PCI-DSS” means the Payment Card Industry Data Security Standards. “PCI Standards” means PCI-DSS and Payment Card Industry Software Security Framework (PCI-SSF), including successor standards (if any). “Personal Data” means any information relating to an identifiable natural person that is Processed (as defined in the Data Processing Agreement) in connection with the Services, and includes “personal data” as defined in the GDPR and “personal information” as defined in the CCPA. “Platform Fees” means the fees you direct Stripe to charge your Connected Accounts for the Connected Accounts’ use of your Platform Services. “Platform Pricing Control” means the Connected Account attribute that enables you to determine, to the extent stated in the Documentation, the fees that apply with respect to the Connected Account. “Platform Provider” means the platform that gives you access to the Stripe Issuing Program (if you are a Connected Account or if you otherwise access the Stripe Issuing Program through a platform). “Platform Provider Agreement” means, collectively, the agreements that a Stripe Connect Platform has with its Connected Accounts. “Platform Services” means the products and services that Platform Users receive from a Stripe Connect Platform, regardless of whether fees are charged (e.g., web development, customer support or hosting services). “Platform User” means, where you are acting as a Stripe Connect Platform, a user of your platform. “Pooled Account” means a pooled account to which Transaction settlement funds are credited. “Post-SMR Transition Period” means the period starting when you initiate the first Transaction for any transitioning Platform User on a Connected Account type that does not enable Stripe Managed Risk Services until the earlier of when (i) you have initiated a Transaction for every Platform User on the Connected Account to which they are transitioning; and (ii) all SMR-Enabled Connected Accounts are closed. “Preview” means the product release phase “proof of concept,” “beta,” “pilot,” “invite only,” “private preview,” “private developer preview,” “public preview,” “developer preview,” or similar designation. “Preview Service” means any Preview feature or portion of the Services or Stripe Technology. “Principal Owner” means, with respect to a legal entity, an individual who directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, owns at least 25% of the equity interests of the legal entity. “Privacy Policy” means any or all of a publicly posted privacy policy, privacy notice, data policy, cookies policy, cookies notice or other similar public policy or public notice that addresses a party’s Personal Data practices and commitments. “Professional Services Data Sheet” means the document referenced in the Professional Services Order Form containing a detailed description of the Stripe Professional Services. “Professional Services Expenses” means costs and expenses Stripe and its subcontractors incur in connection with the delivery of the Stripe Professional Services. “Professional Services Fees” means the fees for the Stripe Professional Services stated in a Professional Services Order Form. “Professional Services Order Form” means an order form for Stripe Professional Services executed between you and Stripe. “Prohibited or Restricted Business” means any category of business or business practice for which a Service cannot be used or its use is limited (as applicable), as identified in Stripe's Prohibited and Restricted Business List for the applicable Service and jurisdiction of your Stripe Account. “Protected Data” means (a) all User Information that you provide to Stripe; and (b) any Personal Data that Stripe uses when acting as a “Data Processor” (as defined in the Data Processing Agreement) when providing the Services. “Protected Health Information” has the meaning given to the term “protected health information” in 45 CFR §§164.501 and 160.103. “Purchaser” means a user that purchases Retirement Services. “Radar Score” means a numerical risk score or level associated with a Transaction or other related activity that the Stripe Radar Services provides. “Refund” means an instruction you initiate to provide a full or partial return of funds to a Customer for a processed Transaction. “Registry” means any carbon offset registry or system that tracks the Retirement of a CRU. “Representative” means an individual submitting your application for a Stripe Account. “Reserve” means funds described as such by Stripe, which Stripe holds as security against liabilities you incur under this Agreement. “Retire” or “Retirement” means the permanent removal of a specified CRU from all applicable carbon markets. Retirement may be further governed by the rules of a Registry. “Retirement Services” means all actions taken to Retire a CRU in the selected Retirement Year. “Retirement Year” means the year you select, either via the Climate API or in the Dashboard, for a CRU to be Retired. “Reversal” means the reversal of the settlement of funds for a Transaction. “Sanctioned Persons” means people or entities that are subject to sanctions (e.g., prohibitions or asset freezes) under AML and Sanctions Law, including if they are (a) on an applicable sanctions list, such as the sanctions lists identified by the United States Office of Foreign Asset Control and the European Commission; (b) owned or controlled by a person on an applicable sanctions list; or (c) ordinarily resident in a jurisdiction identified as high risk in Stripe's Prohibited and Restricted Business List. “Security Credentials” means your (or if applicable, your Affiliate’s) API license keys and other security credentials for Third Party PSPs. “Selfie Verification” means the verification of an ID Image using biometric identifiers and facial recognition technology. “Service” means a service Stripe (or its Affiliate, as applicable) makes available to you under this Agreement. “Services Terms” means terms in this Agreement that apply to particular Stripe services (e.g., Stripe Payments Terms). “SDP Data” means data Stripe transfers from your Stripe Account to a Data Warehouse. “SMR-Enabled Connected Account” means a Connected Account on which Stripe is providing Stripe Managed Risk Services. “SPC” means Stripe Payments Company, which is a Stripe Affiliate. “Standard Account” means a Connected Account enrolled as a Standard account, as described in the Documentation. “Stripe Account” means your Stripe account.
“Stripe API” means all instances of the Stripe application programming interfaces, including all endpoints that enable Stripe users to use Stripe services. “Stripe App” has the meaning given to that term in the Stripe Apps Developer Agreement. “Stripe Climate Commitment” means a suite of features Stripe provides that are designed to enable you to create and run your own corporate climate program. “Stripe Climate Commitment Funds” means the amount you choose to voluntarily allocate to Climate Projects through Stripe Climate, as a percentage of your revenue or a flat monthly amount, or another method of calculation Stripe accepts. “Stripe Climate Orders” means (a) the Retirement Services offered to you; (b) access to the Climate API and the Climate Orders portion of the Dashboard; (c) access to the Frontier Marketing Collateral; and (d) all other services provided by Frontier and its Affiliates to facilitate the purchase or the provision of, as applicable, the foregoing, including the integration with the payment processing services provided by Stripe. “Stripe Connect Platform” means a platform provider that uses the Stripe Connect Services. “Stripe Connect Services” means (a) if you are a Stripe Connect Platform, the Services that enable you to create and manage Stripe accounts connected to your platform, as described in the Documentation; or (b) if you are a Connected Account, the Services described in the Connected Account Agreement. “Stripe Dashboard” means the interactive user interface through which a Stripe user may view information about and manage a Stripe account. “Stripe Data” means data that you obtain via the Services, including (a) information relating to Stripe API interactions via the Stripe Technology; (b) information Stripe uses for security or fraud prevention; and (c) all aggregated information Stripe generates from the Services. “Stripe Data Pipeline Services” means the Services that enable Stripe to transfer data from your Stripe Account to the Data Warehouse, as described on the Stripe Website. “Stripe End User Terms” means the terms that apply to an End User’s use of Stripe’s End User Services located at www.stripe.com/legal/end-users. “Stripe Entity” means Stripe or any of its Affiliates.
“Stripe Financial Connections Services” means the Services that enable you to verify End User financial accounts and the option to receive Connections Data. “Stripe Identity Services” means the Services that enable Stripe to collect and verify, and Stripe and you to store, information regarding individuals for the purpose of verifying the identity of those individuals. “Stripe Identity Services Documentation” means the Documentation, along with other documentation that Stripe makes available to you (including via email and the Stripe Dashboard), relating to the Stripe Identity Services. “Stripe Issuing Account” means the account an Issuing Bank maintains for a Stripe Issuing Accountholder, and each subaccount to that account. “Stripe Issuing Accountholder” means a business or organization that has successfully completed the onboarding requirements described in the Stripe Issuing Accountholder Terms and been approved for a Stripe Issuing Account. “Stripe Issuing Accountholder Services” means Services that Stripe and its Affiliates make available to Stripe Issuing Accountholders, on behalf of Issuing Banks, and related Stripe services, including (a) integration with Issuing Banks; (b) providing Stripe Issuing Accountholders with access to Cards; (c) enabling Stripe Issuing Accountholders to manage Card spend; and (d) other services described in the Stripe Issuing Accountholder Terms. “Stripe Issuing Administrator” means the individual that a Stripe Issuing Accountholder appoints to manage its participation in the Stripe Issuing Programs. “Stripe Issuing Platform Services” means the Services that allow you to co-market the Stripe Issuing Accountholder Services to your Platform Users and provide access to the Stripe Issuing Accountholder Services to Stripe Issuing Accountholders. “Stripe Issuing Program” means Card issuing services that the applicable Issuing Bank provides under the applicable Issuing Bank Terms, together with the Stripe Issuing Accountholder Services. “Stripe Issuing Program Guidelines” means all product design, marketing, compliance, reporting, and other guidelines and requirements Stripe and the applicable Issuing Banks establish related to the Stripe Issuing Services, as updated from time to time. “Stripe Issuing Program Territory” means the Territory, as that term is defined in the applicable Issuing Bank Terms. “Stripe Legal Page” means www.stripe.com/[countrycode]/legal, where “[countrycode]” means the two-letter abbreviation for the country where a Stripe Account is located. “Stripe Losses” means all amounts awarded to the third party making a Claim, and all penalties, fines, and third-party costs (including legal fees) paid by the Stripe Parties. “Stripe Managed Risk Services” means the Services that enable Stripe to assume liability for Merchant Losses as described in the Stripe Connect Terms, and perform accompanying risk-related support services. “Stripe Parties” means Stripe and its Affiliates, and the directors, employees and agents of each Stripe Entity. “Stripe Payments Services” means the Services that enable you to accept and refund Customer payments, perform related financial transactions, and manage Customer disputes. “Stripe Pricing Page” means www.stripe.com/[countrycode]/pricing, where “[countrycode]” means the two-letter abbreviation for the country where a Stripe Account is located, and any other pages on the Stripe Website linked from that page. “Stripe Professional Services” means the advisory and consulting services provided by Stripe or its subcontractors as described on the Professional Services Order Form, Professional Services Data Sheet and Stripe Website. “Stripe Radar Data” means the Radar Scores and other data you receive through the Stripe Radar Services. “Stripe Radar Services” means the Services that are designed to enable you to detect and evaluate the risk that a Transaction or other related activity is fraudulent. “Stripe Recipient Notice” means the notice containing relevant information for Payout Recipients, which is accessible in the Documentation for the Payout Recipient’s jurisdiction. “Stripe SDK” means a software development kit listed on www.github.com/stripe. “Stripe Tax Data” means data and reporting you receive through the Stripe Tax Services. “Stripe Tax Services” means the Services that are designed to enable you to determine and calculate the amount, if any, of certain Taxes due in connection with your sale of goods or provision of services to Customers. “Stripe Technology” means all hardware, software (including software in the Stripe SDKs), application programming interfaces (including the Stripe API), user interfaces (including the Stripe Dashboard), and other technology that Stripe uses to provide and make available the Stripe services. “Stripe Terminal Documentation” means the Documentation, along with other documentation that Stripe makes available to you (including via email), relating to the Stripe Terminal Services, Stripe Terminal Software or Stripe Terminal Products. “Stripe Terminal Product” means a device, instrument, piece of equipment or other hardware that (a) a Stripe Entity or a third-party distributor or reseller authorized by a Stripe Entity supplies to you, which may be a physical Point of Sale (POS) device, accessory, component, or spare part, and the Terminal Device Software installed on that hardware product; or (b) Stripe approves for use to access the Stripe Terminal Services or the Stripe Technology, or to operate the Stripe Terminal Software. “Stripe Terminal Services” means the Stripe Payments Services for Transactions processed using a Stripe Terminal Product, together with related services and features as described in the Stripe Terminal Documentation and on the Stripe Website. “Stripe Terminal Software” means the Terminal Device Software and Terminal SDK. “Stripe Treasury Accountholder” means a Connected Account, or Stripe Connect Platform using the Stripe Treasury Services for your own business purpose, who has successfully completed the onboarding requirements described in the Stripe Treasury Platform Terms. “Stripe Treasury Account Information” means Personal Data or business information that a Stripe Connect Platform provides on behalf of its Connected Accounts to enable Stripe and its Affiliates to (a) determine the Connected Accounts’ eligibility to access the Stripe Treasury Services; (b) make the Stripe Treasury Services available to Stripe Treasury Accountholders; and (c) fulfill their responsibilities to applicable Treasury Banks and Treasury Transfer Networks. “Stripe Treasury Dashboard” means a user interface a Stripe Connect Platform provides that enables a Stripe Treasury Accountholder to manage its Financial Account. “Stripe Treasury Product Guidelines” means all product design, marketing, compliance, reporting and other guidelines and requirements established by a Stripe Entity or the applicable Treasury Banks from time to time in connection with the Stripe Treasury Services. “Stripe Treasury Services” means the Services that enable a Stripe Treasury Accountholder to create and maintain a Financial Account where the Stripe Treasury Accountholder can (a) store, spend, and manage funds; and (b) make electronic payments and funds transfers to and from that account. “Stripe Treasury Territory” means the United States and Puerto Rico. “Submitted Data” means all data, information, photos, ID Images, and documents (including copies of documents) submitted through the Stripe Identity Services. “Submitted Individual” means an individual whose Verification Data is submitted through the Stripe Identity Services. “Sub-users” means the users of your or your Affiliate’s platform services that the applicable user entity has enabled to accept card payments. “Stripe Website” means www.stripe.com.
“Tax” or “Taxes” means any applicable taxes and duties imposed by any Governmental Authority, including sales and use tax, excise tax, gross receipts tax, value-added tax (VAT), goods and services tax (GST) (or equivalent transaction taxes) and withholding tax. “Tax Information Report” means a required tax information return or report, including IRS Form 1099, or any other similar form. “Terminal Device EULA” means the Terminal Device Software License Agreement for end users, the terms of which are incorporated into this Agreement by this reference. “Terminal Device Software” has the meaning given to it in the Terminal Device EULA. “Terminal Purchase Terms” means the agreement under which a Stripe Entity supplies the Stripe Terminal Products that you are using. “Terminal SDK” means the software code that is Stripe Technology and is distributed under the MIT license, test environment, and associated documentation, as described in the Stripe Terminal Documentation and which Stripe makes available at https://github.com/stripe, including iOS, Android and JavaScript versions, and including all Updates. “Third Party PSP” means a third-party card payment services provider to you or your Affiliate (such as a provider of payments processing, payments orchestration services, or token management services) to whom you directly or indirectly route Forwarded Data. “Third-Party Service” means a service, product, or promotion provided by a third party that utilizes, integrates with or is ancillary to the Services. “Transaction” means a Payment Method transaction request initiated via the Stripe Technology through which Stripe is directed to capture funds for or from a payer’s associated account with respect to a payment from a Customer to you, and includes the authorization, settlement and if applicable, Disputes, Refunds and Reversals with respect to that Payment Method transaction request. "Treasury Authorized User" means an individual that a Stripe Treasury Accountholder authorizes to use the Stripe Treasury Services. “Treasury Bank” means a bank insured by the Federal Deposit Insurance Corporation through which a Stripe Entity holds Stripe Treasury Accountholder funds. “Treasury Regulatory Requirements” means Law, the rules of the Treasury Transfer Networks and the PCI Standards. “Treasury Transfer Networks” means the electronic funds transfer networks the Stripe Treasury Services uses, including the ACH Network, credit card networks, and debit card networks. “Update” means a modification, feature enhancement or update to the Services or Stripe Technology that requires you to take some action, which may include changing your implementation of the Services or Stripe Technology. “User Affiliate Reserve” means funds described as a reserve by Stripe, which a Stripe Entity holds as security against liabilities that any User Entity incurs under its agreement with a Stripe Entity. “User Bank Account” means a bank or other financial institution account you identify to Stripe. “User Compliance Information” means information about you that Stripe requires to comply with Law, and Governmental Authority and Financial Partner requirements, and may include information (including Personal Data) about your representatives, beneficial owners, principals and other individuals associated with you or your Stripe Account. “User Financial Information” means (a) information about you that Stripe requires to assess your business and financial condition and outstanding credit exposure, including financial statements (and, where applicable, unaudited management accounts including a profit and loss account, balance sheet and cash-flow statement) and supporting documentation (including bank statements); (b) information and supporting documentation to enable Stripe to calculate your risk of loss; and (c) all other information Stripe requests to assess your risk and ability to perform your obligations under this Agreement. “User Group” means (a) you; (b) any entity or individual that Stripe reasonably determines is associated with you; and (c) each of your and their Affiliates that has entered into an agreement with a Stripe Entity under which a Stripe Entity provides services. “User Entity” means an individual or entity that is part of the User Group (including you). “User Information” means User Compliance Information and User Financial Information. “User Materials” means (a) all Mark or other materials that you or a Stripe Issuing Accountholder wish to place on Cards; or (b) all other materials that you provide to Stripe for the purposes of the Stripe Issuing Programs. “User Party” means you, your Affiliate, or a director, employee or agent of you or your Affiliate.
1. Stripe Payments Services.
These terms (“Stripe Payments Terms”) supplement the General Terms and govern your use of the Stripe Payments Services.
2. Your Business.
You are solely responsible for the nature and quality of the goods and services you provide (or if you accept donations, the intended use of those donations), and for Transaction receipts, delivery, support, refunds, returns, and for all other ancillary services you provide to Customers. You are solely responsible for verifying each Customer’s identity, determining a Customer’s eligibility and authority to complete a Transaction, and all other issues related to your goods and services and business activities.
3. Payment Methods and Transactions.
3.1 Acceptance and Use Requirements.
As part of the Stripe Payments Services, you may accept payment from Customers using various Payment Methods by submitting Transactions to Stripe through the Stripe Technology. All Payment Methods have specific requirements for their acceptance and use. These requirements may be incorporated into the Stripe API and other Stripe Technology, and may be described in the Documentation, the Payment Method Rules and Payment Method Terms. You must comply with all of these acceptance and use requirements.
3.2 Payment Method Rules and Payment Method Terms.
Your acceptance and use of a Payment Method may be subject to Payment Method Rules, Payment Method Terms, or both. Using the Stripe Payments Services to accept a Payment Method or submit a Transaction constitutes your acceptance of the applicable Payment Method Rules and Payment Method Terms (if any). Payment Method Rules and Payment Method Terms are Financial Services Terms for purposes of this Agreement. In the event of any inconsistency between any provision of this Agreement and the Payment Method Rules or Payment Method Terms, the applicable Payment Method Rules or Payment Method Terms will prevail to the extent of the inconsistency. The Payment Method Terms and Payment Method Rules may be amended from time to time. Your continuing use of the applicable Stripe Payments Services constitutes your agreement to those amended terms.
3.3 Acquirer Terms.
Some Payment Method Providers require that their Payment Methods be accepted only through a Payment Method Acquirer, which may be Stripe, its Affiliate, or a Financial Partner. Some of these Payment Method Providers, such as Visa and Mastercard in certain countries, require you to enter into Acquirer Terms, which will (a) identify the Payment Method Acquirer responsible for Transactions using that Payment Method Provider’s Payment Method; and (b) establish a direct contractual relationship and terms between you and the Payment Method Acquirer, as those Acquirer Terms further describe. The Acquirer Terms, which are Financial Services Terms for purposes of this Agreement, describe the Payment Methods to which they apply, and when they go into effect. By using the Stripe Payments Services to submit Visa or Mastercard Transactions, you agree to the Acquirer Terms for the applicable Payment Method Acquirers, if any, listed on the Acquirer Disclosure available on the Stripe Legal Page. Stripe may add or remove Payment Method Acquirers at any time.
3.4 Payment Method Providers and Payment Method Acquirers Irrespective of whether Acquirer Terms apply, your acceptance and use of the Payment Method may also be subject to Payment Method Rules or Payment Method Terms (or both), as Section 3.2 of these Stripe Payments Terms describes. Payment Method Providers and Payment Method Acquirers are Financial Partners for purposes of this Agreement. Payment Method Providers may enforce the terms of this Agreement directly against you with respect to that Payment Method Provider’s Payment Method(s). A Payment Method Provider or Payment Method Acquirer may terminate your ability to accept a Payment Method at any time and for any reason, in which case you will no longer be able to accept that Payment Method under this Agreement. Stripe may add or remove Payment Method Providers at any time. Stripe may, with notice to you, change Payment Methods in your integration of the Services.
3.5 Card Transactions.
(a) Card Network Rules. When accepting payment card Transactions, you must comply with all applicable Card Network Rules, including the Visa Rules specified by Visa, the Mastercard Rules specified by Mastercard, and the American Express Merchant Operating Guide specified by American Express. Each Card Network may amend its Card Network Rules at any time without notice to you. (b) Location and Identification. You may only accept payment card Transactions in locations authorized by Stripe and the applicable Card Network. The Card Networks may request information and certification relating to your location, and make a final determination of your location. You must prominently and clearly disclose your name, address, and country location to Customers before Customers are prompted to provide payment card information. You must ensure that Customers understand that you are responsible for the Transactions. You must not act as or hold yourself out as a payment facilitator, intermediary or aggregator, or otherwise resell the Stripe Payments Services. (c) Use of Cash. You must not provide cash refunds for a completed Transaction made with a payment card, unless required by Law. You must not use Stripe Payments Services for any transaction for a cash disbursement or purchase of cash vouchers without approval from Stripe. You must not permit Customers to use payment cards to disburse cash to a third party, except to the extent the Card Network Rules permit. (d) Debt Repayment. You must not accept payment card Transactions (i) to collect or refinance existing debt that you have deemed uncollectible or that is uncollectible by Law; (ii) for previous card charges; or (iii) to collect a dishonored check. Debt repayment is only permitted when performed in compliance with the Card Network Rules. (e) Surcharging. You must comply with all Card Network Rules and Law that limit your ability to (i) discriminate by payment card brand or type; (ii) charge surcharges or other fees, or Taxes for acceptance of payment cards; and (iii) provide discounts. You may only charge surcharges, other fees, or Taxes for accepting payment cards where permitted, and in such cases you must not impose a surcharge on your Customers in excess of applicable surcharging limits. (f) Use of Payment Card Account Data. You must not request or use a payment card account number for any purpose other than for a Transaction. You must not use payment card account numbers or payment card Transaction data other than as Law, the Card Network Rules and this Agreement permit. You must not store the card verification value (or similar security code) data after card authorization. (g) Waiver of Dispute Rights. You must not require, as a condition to card acceptance, any Customer to waive a right to dispute a Transaction. (h) Non-Disparagement. You must not disparage any Card Network or any of their services, or submit any Transaction that harms any Card Network. (i) Audit and Forensic Investigations. A Card Network may initiate audits and forensic investigations in accordance with its Card Network Rules. You must fully cooperate with these audits and forensic investigations. This subsection (i) will survive termination of this Agreement. (j) Security Programs. You must comply with the Card Networks’ security standards, requirements and programs (e.g., the Visa Account Information Security Program), and all Card Network Rules governing the privacy, protection, and your use, storage and disclosure of data. (k) Limited Acceptance. Each Card Network may allow you to accept only a subset of that Card Network’s cards, in which case you must follow the Card Network Rules that govern limited acceptance. (l) Minimum or Maximum Amounts. You must not establish minimum or maximum amounts for payment card Transactions, except as the Card Network Rules permit. (m) Forms. You must not require any Customer to complete a form that includes the Customer’s signature or any Payment Account Details in plain view when mailed.
3.6 American Express Conversion – Only Applicable to the American Express Card Network.
If your American Express Transaction volume exceeds the applicable threshold amount set by American Express, American Express may convert you to a direct American Express merchant. As a direct American Express merchant, you and American Express will enter into a separate agreement, which will govern your acceptance of American Express payment cards, and you and American Express must directly agree to your pricing and other fees payable for American Express Transaction processing. Stripe will continue to process your American Express Transactions in accordance with this Agreement, except that Stripe will incorporate the new pricing and fees into the applicable Stripe fees.
3.7 Data Sharing.
Stripe may share information about your Stripe Account, including User Information, with Payment Method Providers and Payment Method Acquirers as Stripe believes necessary to verify your eligibility to use the Stripe Payments Services, establish any necessary accounts or credit with Payment Method Providers and Payment Method Acquirers, monitor Transactions and other activity, and conduct risk management and compliance reviews. Stripe may also share data, including Protected Data, with Payment Method Providers and Payment Method Acquirers, and they may use and share this data, for the purpose of assessing your compliance with Financial Services Terms and facilitating Stripe’s, the Payment Method Providers’, and the Payment Method Acquirers’ compliance with Law, Payment Method Rules and Payment Method Terms. You waive your right to bring any claim against Stripe arising from Stripe sharing information about User Group with Payment Method Providers and Payment Method Acquirers, including any inclusion on a Terminated Merchant List that results from this sharing. Stripe may periodically review your Stripe Account information to verify that you are eligible to use the Stripe Payments Services.
3.8 Customer Communication.
When using the Stripe Payments Services you must, with respect to Customers (a) accurately communicate and not misrepresent the nature, amount and currency of each Transaction prior to submitting it for processing; (b) provide a receipt that accurately describes each Transaction; (c) provide a meaningful way to contact you in the event that your goods or services are not provided as described; (d) not use the Stripe Payments Services to sell goods or services in a manner that is unfair or deceptive, exposes Customers to unreasonable risks, or does not disclose material terms of a purchase in advance; (e) inform Customers that Stripe and its Affiliates process Transactions for you; and (f) if you are collecting authorizations electronically, ensure that Customers consent to electronic signatures and delivery of communications in accordance with Law. If you engage in Transactions with Customers who are consumers, you must provide the disclosures Law requires, and must not engage in unfair, deceptive, or abusive acts or practices.
3.9 Requirements Imposed by Payment Method Rules.
As required by the Payment Method Rules (a) as between the parties, each party is responsible for the acts and omissions of its employees, contractors, and agents; (b) unless a Payment Method Provider agrees otherwise, you cannot bind a Payment Method Provider to any contract or obligation, and you must not represent that you can do so; (c) you will meet data quality requirements for relevant categories of Transaction data (as described in the Payment Method Rules) and in respect of that data, you must comply with all technical specifications mandated by the relevant Payment Method Provider; and (d) you must ensure that Transaction data that you collect is processed promptly, accurately and completely. You must maintain and make available to Customers a fair and neutral refund and exchange policy, and clearly explain the process by which Customers can receive a Refund. Payment Method Providers retain all IP Rights in their Marks, and you must not contest any Payment Method Provider’s IP Rights in their Marks. You may only use Payment Method Providers’ Marks in a manner consistent with the Payment Method Rules, and you must promptly comply with all instructions from Stripe regarding use or presentation of Payment Method Providers’ Marks. You are solely responsible for providing support to Customers regarding Transaction receipts, product or service delivery, support, returns, refunds, and all other issues related to your goods and services and business activities.
3.10 Stripe Radar; Your Responsibility for Transactions.
The Stripe Radar Services may be enabled by default and are governed by the Stripe Radar Terms. If you do not wish to use the Stripe Radar Services in connection with Stripe Payments Services, you must contact Stripe support to disable it. You are solely responsible for all losses you and the Stripe Parties incur due to erroneous and fraudulent Transactions that occur in connection with your use of the Services, including as a result of (a) lost or stolen payment credentials or the details of any accounts that are used to purchase goods or services from you; (b) any changes to the User Bank Accounts; and (c) any unauthorized use of, or access or modification to, your Stripe Account.
4. Processing Transactions.
4.1 Payment Authorization Requests.
(a) Processing Transactions. To enable Stripe to process Transactions for you, you authorize and direct Stripe, its Affiliates, Payment Method Providers and Payment Method Acquirers to receive and settle, as applicable, settlement funds owed to you through your use of the Stripe Payments Services. You may only submit Transactions that Customers authorize, and only after the applicable goods have been shipped or services provided to the Customer; except, you may submit a Transaction before goods have been shipped or services have been provided to the Customer where the Customer has authorized a Transaction for a partial or full prepayment for goods or services to be provided at a future time, or you have obtained the Customer’s consent. (b) Transaction Responsibility. You must not proceed with a Transaction if (i) you know or should have known that the Transaction was fraudulent, not authorized by the Customer, or illegal in your or your Customer’s jurisdiction; (ii) you receive a response declining to authorize the Transaction; or (iii) the Customer’s ability to use a Payment Method has expired or is no longer valid. You must not split payment for a single transaction into multiple Transactions except as the Payment Method Rules, Payment Method Terms and Acquirer Terms expressly permit. You must not submit any Transaction that duplicates a Transaction that is already subject to a Dispute, or was previously disputed and subsequently resolved in your favor. Stripe may refuse to process, or condition or suspend any Transaction that Stripe believes (x) may violate this Agreement or other agreement you have with Stripe (if any); (y) is unauthorized, fraudulent or illegal; or (z) exposes, or is likely to expose, Stripe, you or others to unacceptable risk.
4.2 Pooled Accounts.
You appoint Stripe and Stripe’s Affiliate, SPC, as your agents for the limited purpose of directing, receiving, holding and settling funds under this Agreement. All settlement funds Stripe or, as applicable, SPC receives for Transactions are combined with settlement funds for other users and held in one or more Pooled Accounts at one or more Financial Partners. Once Stripe or SPC (as applicable) receives funds for a Transaction on your behalf, the relevant Customer has no further obligation to make payments to you with respect to that Transaction, regardless of whether and when Stripe or SPC (as applicable) settles those funds to you. If Stripe or SPC (as applicable) does not settle funds due to you under this Agreement, you will have recourse only against Stripe or SPC (as applicable) and not the relevant Customer. Stripe will promptly update your Stripe Account balance to reflect processed Transactions. If, in the capacity as your agent, Stripe or its Affiliate provide a receipt for a Transaction to the applicable Customer, that receipt is binding on you. Stripe and its Affiliates (as applicable) may invest funds held in a Pooled Account as described in Section 5.2 of the General Terms. You have no rights to any Pooled Account, or earnings generated by funds held in any Pooled Account, and are not entitled to draw funds from any Pooled Account.
4.3 Transaction Settlement Funds.
Stripe will transfer settlement funds for Transactions, net of Fees, Disputes, Refunds, Reversals and other amounts owed to Stripe, from the applicable Pooled Account to the applicable User Bank Account within the time period stated in the Payout Schedule, unless a Payout Delay occurs and affects the transfer initiation, or Stripe exercises a right under this Agreement to withhold or delay the transfer. However, Stripe may impose an additional holding period before making the initial settlement to a User Bank Account.
4.4 Sending Funds to Third-Party Recipients.
Stripe may offer you the ability to send to a third party funds owed to you as you instruct Stripe (including by sending all or part of the positive balance in your Stripe Account to that third-party recipient’s Stripe account or bank account), instead of settling funds to a User Bank Account. If Stripe or SPC sends funds to a third-party recipient which may include the use of a payment intermediary operating on your behalf, as this Section 4.4 contemplates, then Stripe’s and SPC’s obligations (and all applicable Payment Method Provider and Payment Method Acquirer obligations) to settle those funds to you are satisfied.
4.5 Settlement Fees.
Stripe is not responsible for any fees imposed by banks to which Stripe transfers funds, including the banks that hold the User Bank Accounts and the third-party recipient accounts.
4.6 Subscriptions and Invoicing.
If you use the Services to submit recurring or subscription Transactions, then before submitting the initial Transaction, you must (a) inform each Customer that the relevant Transactions will occur on an ongoing basis; and (b) explain the method for canceling the Customer’s recurring billing or subscription. If you use the Services to issue invoices to Customers, you must ensure that the form and content of the invoices comply with Law and are sufficient to achieve the legal or tax effects that you are trying to achieve.
4.7 Customer Authorizations.
If you use the Stripe Payments Services for certain Transactions where the Customer is not present, including MOTO Transactions or Merchant Initiated Transactions, or to store a Customer’s Payment Method for future use, you may be required by Law and Payment Method Rules to obtain the Customer’s authorization (also known as a mandate or agreement for the provision of products or services) and make certain disclosures to the Customer. These disclosures may include when, and under what circumstances, the Customer’s Payment Method will be charged, how the payment amount will be determined, and how future payments can be canceled. You must retain, and provide to Stripe upon request, records demonstrating that you have (a) obtained any required Customer authorizations in compliance with Law and Payment Method Rules; and (b) only submitted Transactions as MOTO Transactions or Merchant Initiated Transactions that you have determined are eligible.
5. Actions Stripe May Take in Processing Transactions.
5.1 Reconciliation and Responsibility.
As between the parties, and except as required by Law, you are responsible for reviewing your Transaction history for accuracy and completeness and reconciling your Transaction history with the history of transfers from the Pooled Accounts to the User Bank Accounts. If you find an error when you reconcile your Transaction history, Stripe will reasonably cooperate with you to investigate and help correct that error as long as you notify Stripe of the error within 60 days after the error appears in your Transaction history. Stripe may correct any errors in your Transaction history by crediting or debiting the User Bank Accounts.
5.2 Negative Balances.
If your Stripe Account balance (or the Stripe Account balance of any User Entity) is negative, or does not contain funds sufficient to pay amounts that you (or a User Entity) owe to a Stripe Entity or Customers, then without limiting Stripe’s rights under Sections 4.2 and 4.3 of the General Terms, Stripe may debit the User Bank Accounts by the amount necessary to collect, and pay out to Customers if applicable, the amounts you owe.
5.3 Disputes; Refunds; Reversals.
Notwithstanding anything to the contrary in this Agreement, you are liable to Stripe for the full amount of all Disputes (unless and until a Dispute is resolved to final disposition in your favor according to applicable Payment Method Rules and as described in the Documentation), Refunds and Reversals regardless of the reason or timing. (a) Disputes. Stripe may delay or withhold paying out a Transaction amount from funds owed to you if Stripe reasonably believes that a Dispute is likely to occur with respect to that Transaction. Stripe may delay or withhold paying out amounts subject to an actual Dispute until the Payment Method Provider resolves the Dispute. (b) Refunds. If you intend to issue a Refund to a Customer, you must initiate a Refund instruction via the Services within 5 days after informing the Customer of your intention. Stripe may refuse to act upon a Refund instruction, or delay executing the instruction, if you are the subject of an Insolvency Event, if it would cause a negative balance in your Stripe Account, or if Stripe believes that there is a risk you will not meet your liabilities under this Agreement. (c) Reversals. Without limiting Stripe’s rights under Sections 5.4 - 5.6 of these Stripe Payments Terms, Stripe may initiate a Reversal if:
(i) the Payment Method Provider invalidates the Transaction; (ii) you receive funds in error for any reason;
(iii) you were not authorized to accept the Transaction; (iv) you receive funds related to activities that violate this Agreement, Law or Financial Services Terms; or (v) a Payment Method Provider or Payment Method Acquirer requires Stripe to do so under the applicable Financial Services Terms.
5.4 Stripe Remedies – Specific Triggers.
Stripe may exercise any or all of the remedies stated in Section 5.6 of these Stripe Payments Terms if Stripe determines that a User Entity:
(a) has incurred or is likely to incur excessive Disputes, Refunds or Reversals; (b) has submitted one or more Transactions for goods or services not immediately deliverable to the Customer without first obtaining Stripe’s consent; (c) has a negative Stripe Account balance;
(d) has experienced or is likely to experience a change in the average time between the initial charge and fulfillment of Customer orders that Stripe considers to be material; (e) is or is likely to become the subject of an Insolvency Event; (f) has experienced or is likely to experience a deterioration of its business or financial condition that Stripe considers to be material; (g) has breached or is likely to breach, or has caused or is likely to cause Stripe to breach, this Agreement (or any other Stripe services agreement with a Stripe Entity) or the Financial Services Terms applicable to the User Entity’s use of the Services; (h) has violated or is likely to violate Law or Financial Services Terms; (i) has caused or is likely to cause Stripe to violate Law or Financial Services Terms; (j) has experienced or is likely to experience a Change of Control; (k) has, either itself or by way of its employees, agents, directors or contractors, initiated Transactions or undertaken any other action that is or is likely to be fraudulent, suspicious or involve criminal activity; (l) has, without Stripe’s prior consent, changed its business model (including services supplied by a User Entity to its customers), exposing Stripe to increased risk; or (m) has acted in a manner or engaged in business, trading practice or other activity that presents an unacceptable risk.
5.5 Stripe Remedies – General Trigger.
Stripe may exercise any or all of the remedies stated in Section 5.6 of these Stripe Payments Terms if (a) Stripe reasonably determines that Stripe may incur losses resulting from credit, fraud, criminal activity or other risks associated with a User Entity after these Stripe Payments Terms terminate; or (b) Law requires.
5.6 Stripe Remedies – Scope.
Stripe may, in accordance with Sections 5.4 and 5.5 of these Stripe Payments Terms:
(a) initiate Reversals;
(b) change the Payout Schedule or delay or cancel the payout of funds to the User Bank Accounts; (c) establish, fund and use a Reserve;
(d) debit the User Bank Accounts or the bank or financial institution accounts of any or all User Entities; (e) suspend or terminate your ability to accept or process Transactions; (f) refuse to (i) process Transactions, and (ii) act upon Refund instructions; and (g) setoff or recoup all liability that Stripe reasonably determines a User Entity owes to a Stripe Entity under this Agreement or another agreement, against any amounts that a Stripe Entity, owes to a User Entity whether the liability is matured, unmatured, liquidated or unliquidated.
5.7 Reserve.
If Stripe establishes a Reserve, Stripe will notify you of the Reserve terms. Stripe may change the Reserve terms (a) if Stripe believes that there is, or is likely to be, a change in the underlying risk presented by the User Group’s use of Stripe services; or (b) as a Payment Method Acquirer or Payment Method Provider requires. You have no legal or equitable right or interest in any Reserve, in the funds held in any Reserve, or earnings generated by funds held in any Reserve, and are not entitled to draw funds from any Reserve. If you become subject to an Insolvency Event, funds held in a Reserve will not be part of any estate created in connection with that Insolvency Event. Stripe may fund the Reserve through any or all of:
(i) using funds you provide upon Stripe’s request;
(ii) using funds that a Stripe Entity owes to any User Entity for Transactions that the User Group accepts through the Stripe Payments Services; or (iii) debiting the User Bank Accounts or the bank or financial institution accounts of any or all User Entities.
5.8 Security Interest.
You grant Stripe a lien on and security interest in your interest, if any, in (a) all funds owed to you for Transactions (including funds owed to you for future Transactions and all funds that Stripe holds on your behalf); and (b) all rights to receive credits and payments under this Agreement. You must execute all documents and provide all authorizations that Stripe reasonably requests for the purpose of creating, perfecting (including filing relevant documents), maintaining and enforcing this lien and security interest, even if the request is made after your Stripe Account balance becomes negative.
5.9 Credit Support Requirement.
Stripe may require that you provide a guarantee (including a personal, parent or bank guarantee) or letter of credit in a form and substance that satisfies Stripe. In this event, Stripe will inform you of the amount of and the reasons for the requirement. If you are unable to satisfy the requirement when Stripe requires you to do so, Stripe may suspend or terminate your access to the Services.
6. Multi-Currency Processing.
Stripe may offer Multi-Currency Processing. To use Multi-Currency Processing, you must provide to Stripe a valid bank account for each currency for which you request settlement, based on the list of available settlement currencies stated in the Documentation. Each of these bank accounts is a User Bank Account for the purposes of this Agreement. If you use Multi-Currency Processing, Stripe will identify at the time of each applicable Transaction the conversion rate that will apply to the Transaction. In the event of a Refund, the conversion rate that will be used to calculate the Refund will be the rate in effect at the time of the Refund.
7. Post-Termination Obligations.
7.1 Completion of Transactions.
Following termination of these Stripe Payments Terms, you must fulfill your obligations related to existing Transactions, not accept new Transactions via the Services, and remove all Marks of a Stripe Entity or a Financial Partner from your website (unless permitted under a separate license with the applicable Financial Partner). Stripe will complete Transactions initiated before termination as long as Stripe would have completed those Transactions were these Stripe Payments Terms still in place (e.g., Stripe will not complete a Transaction if a Financial Partner prohibits Stripe from doing so). Termination does not affect your responsibility for Transactions described in Section 3 of these Stripe Payments Terms.
7.2 Provision of Payment Account Details.
If these Stripe Payments Terms terminate for reasons other than your breach, then within 30 days after the termination date, you may request in writing that Stripe provide all relevant Payment Account Details to an alternative PCI-DSS Level 1-certified payment processor that you identify to Stripe. Stripe will provide the Payment Account Details that you are entitled to receive to the named payment processor to the extent commercially reasonable. Stripe may delay or refuse any request if Stripe believes the payment processor you have identified does not have systems or controls in place that are sufficient to protect Payment Account Details, that the integrity of Payment Account Details may be compromised, or that Law or Financial Services Terms do not allow Stripe to provide the Payment Account Details.
8. User Information Updates.
You must immediately notify Stripe, and provide to Stripe updated User Information, if you experience or anticipate experiencing a material change in the average time between the initial charge and fulfillment of Customer orders. Upon request, you must promptly provide to Stripe information related to Transactions and Disputes, including (a) refund and shipping policies (if applicable); (b) data on captured but unfulfilled charges; and (c) data on the time between charge capture and fulfillment of Customer orders.
9. PCI Standards Compliance.
If you elect to store or hold "Account Data," as defined in the PCI Standards (including Customer card account number or expiration date), you must maintain a system that complies with the PCI Standards and upon Stripe’s request, you must provide to Stripe evidence of your compliance. If you do not comply with the PCI Standards, or if Stripe or any Payment Method Provider or Payment Method Acquirer is unable to verify your compliance with the PCI Standards, Stripe may suspend your Stripe Account or terminate this Agreement, in whole or in part. If you intend to use a third-party service provider to store or transmit Payment Account Details (including Customer card account number and expiration date) then you must not share any Payment Account Details with the service provider until you verify that the third party holds sufficient certifications under the PCI Standards, and must notify Stripe of your intention to share Payment Account Details with the service provider. Further, you agree to never store or hold any "Sensitive Authentication Data," as defined by the PCI Standards (including the card verification value or similar security code), at any time. You can find information about the PCI Standards on the PCI Council’s website.
10. Representations and Warranties.
You represent as of the Effective Date, and warrant during the Term, that (a) you only use the Payment Methods and Stripe Payments Services for bona fide commercial transactions (which must be free of liens, claims, and encumbrances other than ordinary sales taxes) for the sale of goods or services to, or other act with, Customers; (b) except as Stripe approves, you do not use the Stripe Payments Services for intercompany transactions; (c) you fulfill all of your obligations to Customers; and (d) you and your third-party service providers that store, access or transmit Payment Account Details comply with the PCI Standards, as applicable.
11. Fraudulent Transactions.
As between the parties, you are responsible for all (a) losses, damages, and costs Stripe and its Affiliates incur due to fraudulent Transactions, and the limitations on liability in Section 12.2 of the SSA do not apply; and (b) costs associated with any Financial Partner-initiated audit or forensic investigation arising out of or relating to your use of the Stripe Payments Services.
12. Liability for Failure to Transfer Funds.
The limitation of liability in Section 12.2(b) of the General Terms will not apply to claims you or your Affiliates make against the Stripe Parties for failing to transfer any settlement funds the Stripe Parties receive and owe to you in connection with the Stripe Payments Services. For these claims, the Stripe Parties’ liability is limited to the amount that the Stripe Parties have received and owe, but failed to transfer, to you.
2.9% + 30¢
per successful transaction for domestic cards
+ 0.5%
for manually entered cards
+ 1.5%
for international cards
+ 1%
if currency conversion is required