PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("LICENSE") CAREFULLY BEFORE USING OR INSTALLING ANY SOFTWARE OR UPDATE ACCOMPANYING THIS LICENSE. BY USING THE SOFTWARE OR INSTALLING AN UPDATE, AS APPLICABLE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT USE THE SOFTWARE OR INSTALL ANY UPDATE.
“Stripe” means Stripe, Inc., a Delaware corporation;
“Software” means the software provided by Stripe or its designee accompanying this license, including third-party software therein, and associated documentation (together, the “Original Software”), as may be updated or replaced by Stripe or its designee (“Updates”), in any form. Updates may not include all prior software features or new features.
The Software offered under this agreement will enable access to Stripe’s Crypto Onramp Services and other related services (“Services”). Use of these Services require internet access, a Stripe account and agreement to additional terms and conditions, which include the payment of fees to Stripe. No additional fees are payable under this License.
3. License; Permitted Uses
3.1 License. Unless otherwise allowed by a separate agreement between you and Stripe, subject to the terms and conditions of this License, Stripe grants you a limited, non-exclusive, non-transferable, non-sublicensable license to use the Software.
3.2 Exclusions. This License does not allow you (and you agree not) to use or run the Software in any way other than in accordance with the applicable documentation.
4. Reservation of Rights
As between Stripe and you, Stripe and its licensors retain ownership of the Software, including all related intellectual property rights, and Stripe and its licensors reserve all rights not expressly granted to you under this License. The Software is licensed, not sold, to you by Stripe for use only under the terms of License. No ownership rights are transferred to you under this License.
5.1 Compliance with Law. You agree to use the Software and the related Services in compliance with all applicable laws, including local laws of the country or region in which you reside or in which you access or use the Software and Services.
5.2 Modifications and Reverse Engineering. Except to the extent that the following restriction is not permitted under applicable law, you must not (and you must not enable others to) decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of all or any part of the Software or any services provided by the Software. You agree not to remove, obscure, or alter any proprietary notices (including trademark and copyright notices) that may be affixed to or contained within the Software.
5.3 Restrictions. You must not (and you must not enable others to) rent, lease, lend, sell, share, redistribute or sublicense the Software (unless expressly permitted by Stripe in writing).
5.4 Restricted Business List. Use of Stripe's services for any dealings, engagement, or sale of goods/services linked directly or indirectly with jurisdictions Stripe has deemed high risk, such as Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk Regions, is prohibited. Additionally, it is prohibited to use Stripe's products and services to directly or indirectly export, reexport, sell, or supply accounting, trust and corporate formation, or management consulting services to any person located in the Russian Federation. You further represent that you may not use Stripe’s Software or Services for any of the prohibited businesses listed here: https://stripe.com/legal/restricted-businesses.
6. Suspension; Termination.
This License is effective until terminated. Stripe may at any time, without notice to you, suspend your ability to use the Software or terminate the availability of the Software.
7. Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND SERVICES ARE PROVIDED ‘AS IS’ AND ‘AS AVAILABLE’, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND STRIPE AND STRIPE'S LICENSORS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE AND SERVICES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT,
AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. STRIPE AND STRIPE'S LICENSORS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE AND SERVICES WILLBE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN THE SOFTWARE OR SERVICES WILL BE CORRECTED, OR THAT THE SOFTWARE WILL BE COMPATIBLE OR WORK WITH ANY THIRD-PARTY SOFTWARE, APPLICATIONS OR THIRD-PARTY SERVICES. Some jurisdictions do not allow the exclusion of implied warranties or limitations on certain statutory rights, so some or all of the above exclusions and limitations may not apply to you.
8. Limitation of Liability
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL STRIPE OR ITS AFFILIATES, LICENSORS, AGENTS, OR PRINCIPALS BE LIABLE FOR PERSONAL INJURY, LOST PROFITS, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING DAMAGES FOR CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES,ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE AND SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF STRIPE HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. IN NO EVENT WILL STRIPE'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AGGREGATE AMOUNT OF FEES PAID BY YOU TO STRIPE FOR THE SERVICES DURING THE THREE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO YOUR CLAIM FOR DAMAGES. THE LIMITATIONS IN THIS SECTION 8 WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Some jurisdictions do not allow the exclusion or limitation of liability for personal injury, or of incidental or consequential damages, so part or all of this limitation may not apply to you.
9. Export Control
You must not use or otherwise export or re-export the Software except as authorized by United States law and the laws of the jurisdiction(s) in which the Software was obtained. In particular, but without limitation, the Software may not be exported or re-exported (a) into any U.S. embargoed countries, or countries embargoed by the jurisdictions where the Software was obtained; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals, the U.S. Department of Commerce Denied Persons List or Entity List, or any other restricted party lists. By using the Software, you represent and warrant that you are not located in any of these countries and are not included on any of these lists. You understand to use the Software that we may request certain information for compliance purposes. You must provide all requested information and any other identifying information we may require to access the Software. If any of this information changes, it is your obligation to update such information. You represent and warrant that all information you provide to us in connection with access to the Software is complete and accurate.
10.1 Governing Law; Jurisdiction; Venue. This License will be governed by the laws of the State of California, without reference to rules governing choice of law. The parties irrevocably consent to the exclusive jurisdiction and venue of the federal and state courts located at San Francisco County, California, with respect to any claims, suits or proceedings arising out of or in connection with this License, and you and Stripe each agree not to commence or prosecute any claim, suit or proceeding other than in these courts. You and Stripe each waive all defenses of lack of personal jurisdiction and forum non-conveniens.
10.2 Assignment. You may not assign this License, or any rights or licenses granted in this License, without Stripe's prior written consent. Stripe may assign this License without your consent or any other restriction.
10.3 No Agency. Nothing in this License serves to establish a partnership, joint venture, employment, or agency relationship between you and Stripe. You will have no authority to enter into any agreement on Stripe's behalf or in Stripe's name or otherwise bind Stripe to any agreement or obligation.
10.4 Notices. You agree that Stripe can provide notices regarding the Software or this License to you through the Stripe website or through the Stripe Dashboard (accessible within Services), or by mailing notices to the email or physical addresses identified in your Stripe account. You agree that electronic delivery of a notice has the same legal effect as if Stripe provided you with a physical copy. Notice will be deemed received by you within 24 hours after the notice is posted to the Stripe website or the Stripe Dashboard, emailed to you or delivered to your physical address, as applicable.
10.5 Miscellaneous. If any provision of this License is determined by any court or governmental authority to be unenforceable, the parties intend that this License be enforced as if the unenforceable provisions were not present and that any partially valid and enforceable provisions be enforced to the extent that they are enforceable. The rights and remedies of the parties under this License are cumulative, and either party may enforce any of its rights or remedies under this License, along with all other rights and remedies available to it under law or in equity. No provision of this License will be construed against any party on the basis of that party being the drafter. The failure of either party to enforce any provision of this License will not constitute a waiver of that party's rights to subsequently enforce the provision. This License constitutes the entire agreement and understanding of the parties with respect to the Software and supersedes any prior or contemporaneous understandings.