Stripe Atlas Agreement

Last Updated: August 29, 2016.

Stripe Atlas is a program designed to support global entrepreneurs by facilitating access to the building blocks of a global Internet or e-commerce business, including, (1) creation of a U.S. business entity by Rocket Lawyer Incorporated (“Rocket Lawyer”), (2) establishment of a U.S. bank account with Silicon Valley Bank (the “Bank”), (3) payment processing services provided through Stripe, Inc. (“Stripe”), (4) access to U.S. tax and legal information and resources from PricewaterhouseCoopers (“PwC”) and Orrick, Herrington & Sutcliffe LLP (“Orrick”), and (5) other financial services and tools as the program’s ecosystem of partners and collaborators grows over time.

Stripe Atlas coordinates various services providers to provide the tools referenced above. A global network of accelerators, investors, incubators and other organizations that support entrepreneurs around the world (the “Network”) participate in Stripe Atlas. By receiving this agreement, you have either been invited to join the program by Stripe or a member of the Network. Stripe Atlas examines the legitimacy of each referral and direct applicant, considering information provided by each entrepreneur, the Network, and third party sources. Upon agreeing to this Agreement, we will provide you with the Stripe Atlas account application form (“Atlas Application”), seeking detailed additional information about you and your business.

Stripe Atlas Agreement

This Stripe Atlas Agreement (this “Agreement”) is a legal agreement between the legal entity (including sole proprietors) that you identified in your Atlas Application (“you”, “your”, or “user”), Stripe, and Stripe GEP, Inc. (“SGEP”). Collectively Stripe and SGEP are referred to as “we”, “our”, or “us”. The Stripe Atlas Service are provided through a collaboration between us and each of PwC, Orrick, Rocket Lawyer, and the Bank.

As used in this Agreement, the term “Stripe Atlas Service” means the services described in this Agreement and the documentation provided on the Stripe Atlas website (“Documentation”) as provided by SGEP. The term “Service”, as used in this Agreement includes the Stripe Atlas Service in addition to the Services described in the Stripe Services Agreement (as defined below).

The person executing this Agreement on behalf the user represents that all of the information provided to us is accurate and complete and that they are authorized to agree to this Agreement on behalf of the user. This Agreement governs your use of Stripe Atlas Service and the Stripe Services Agreement (“Services Agreement”) governs your access and use of the other Services. You agree to abide by this Agreement and the Services Agreement, which is incorporated by reference. You acknowledge agreement with the Services Agreement, which will bind the U.S. business entity formed pursuant your participation in Stripe Atlas, as well as the founder and/or incorporator of such U.S. business until the entity is organized in the State of Delaware. Please read this Agreement and the Services Agreement carefully, as your use of the Service is subject to your acceptance of and agreement to both.

1. Relationship to Other Agreements

Use of the Stripe Atlas Service binds you to this Agreement and the Services Agreement, and to any updates or modifications to each we may make from time to time. To the extent that there is a conflict between the Services Agreement and this Agreement related to your use of the Stripe Atlas Service, this Agreement will prevail. Any capitalized terms that are used but not defined in this Agreement are defined in the Services Agreement.

2. The Stripe Atlas Service

a. Overview: The Stripe Atlas Service allows you to (i) form a Delaware business entity, (ii) obtain a Bank account, (iii) open a payment processing account with Stripe, and (iv) access U.S. tax and legal information and resources from PwC and Orrick, respectively.

b. Collection: Each entrepreneur will be provided an Atlas Application with information necessary to open a Bank account and Stripe account for you. We will collect detailed information about your business, including but not limited to (i) details on your product, business model, and flow of funds; (ii) personal information about each of your representatives and beneficial owners; (iii) business information for both any newly formed US entity as well as any U.S. or foreign parent entity including legal name, address, tax identification number, and constituent documents. We will also collect financial and operational information about your business for the purpose of filing a BE-13 Claim for Exemption (Survey of New Foreign Direct Investment in the United States) with the U.S. Department of Commerce Bureau of Economic Analysis.

c. Verification and Underwriting: Stripe will attempt to verify the information you provide using various programmatic and manual methods of review. This will include verification of personal identification and beneficial ownership, denied persons or parties checks (e.g. MATCH/VMAS, OFAC, OSFI, UK Consolidated, Australia Consolidated, Palestinian Legislative Council, Bureau of Industry and Security’s Denied Persons List, PEP screening lists sourced through a third party service provider(s)) and other efforts to verify the legitimacy of business entities who are beneficial owners.

You acknowledge that Stripe is collecting and verifying information about you in support of its own underwriting requirements (including those of its acquiring bank sponsor) and those of the Bank. You hereby direct Stripe to programmatically transmit the information in the Atlas Application to the Bank as a means to expedite your application for a deposit account with the Bank (“Bank Account”) and any other Bank services. You acknowledge that your direction to Stripe to transmit such information is designed to enable the Bank to more efficiently review and respond to Stripe upon making a decision as to whether to open a Bank Account for you.

At any point and for any reason, we may require additional information from you to verify your identity, the nature and ownership of your business, or evaluate your risk. Your failure to provide any information we request may result in the immediate suspension of your Stripe Account or the termination of this Agreement or the Services Agreement.

d. Entity Formation; Registered Agent: SGEP, in partnership with Rocket Lawyer (a third-party incorporation service), will form a Delaware entity based on the information you provide in the Atlas Application. Rocket Lawyer will also serve as your Delaware registered agent. You authorize Rocket Lawyer or its third-party provider to receive service of process, including any notices of legal proceedings, other legal notices, or official government communication, and any items covered by the respective statute, rule, or regulation on your behalf. Communications related to Rocket Lawyer notices or filings will be directed towards the email or business address you provide in your Atlas Application, and Rocket Lawyer may also forward physical mail received on your behalf to such business address. You are responsible for updating your address, contact, and other business information through your Atlas account. Stripe and its partners are not responsible for your failure to properly notify Stripe, or third-party agencies, with updated information.

This new entity will concurrently seek a Bank Account and Stripe Account. For the avoidance of doubt, you hereby direct SGEP to provide the Bank with all requisite formation and constituent documents and all personal and tax identification information necessary to open a Bank Account.

e. Bank Account: SGEP will programmatically transmit the Atlas Application to the Bank at your direction. The Bank will seek to review your account application using its own underwriting criteria, including its prudential standards, anti-money laundering program, and other regulatory obligations. Only after you meet the Bank’s eligibility criteria and upon formal acceptance of your application will the Bank will open a Bank Account for you. You acknowledge that the Bank may have separate documentation and disclosures for you to review and sign prior to opening a Bank Account.

f. Support: You acknowledge that any service or support questions relating to your Bank Account will be directed to the Bank for resolution. You acknowledge that Stripe is not responsible for any of your service or support questions relating to your Bank Account.

g. Professional Services: PwC will make available a U.S. Tax Considerations Guide and will offer you an educational call at no cost. You acknowledge that such U.S. tax resources are available solely for informational and educational purposes and do not constitute tax advice. You also acknowledge that you are responsible for all U.S. tax reporting, payment, and compliance obligations.

Orrick will make available a U.S. Legal Considerations Guide and Forms to assist with incorporation and post-incorporation legal considerations. You acknowledge that such U.S. legal resources are available solely for informational and educational purposes and do not constitute legal advice.

h. Additional Obligations, Limitations: You acknowledge, understand, and agree that neither Stripe nor any of its affiliates will provide legal or tax advice. Accordingly, we are not responsible for the ongoing maintenance, fees, or good standing of any business entity that you form in the U.S. You also agree that all information, forms, and materials provided by PwC or Orrick via the Stripe Atlas website are provided to you for informational and educational purposes only and do not constitute tax or legal advice.

You agree to (i) comply with the sanctions laws of the United States as administered by the Office of Foreign Asset Controls, (ii) not use the Service or any payment service offered by us to accept payments in connection with any unlawful gambling, unlawful internet gambling, or other “restricted transactions” under the federal Unlawful Internet Gambling Enforcement Act of 2006 or any state laws, and (iii) not engage in any other prohibited business.

You understand and agree that you are solely responsible for the products or services sold or purchased using the Service.

3. Processing Transactions

We may establish exposure limitations for you, and you agree not to process excess of these exposure limitations. The exposure limitations may be based on risk factors of our choosing, including aggregate limits created between Stripe and the Bank. We may limit your ability to process payments based on risk factors established independently and in consultation between Stripe and the Bank. These limits may include limits on processing volume, receiving payments from or making payments to specific parties, or any other limitations we deem appropriate. We will inform you of any limitations under any applicable exposure limit.

4. Use of Data; Privacy

a. General: You consent to our disclosure of your name and address, and information about the transactions that you process through the Service to the Bank and other service providers to facilitate our proving the Service to you. You also consent to our or the Bank’s use of information provided to or collected by us as part of providing the Service for internal analyses and fraud monitoring, aggregated and anonymized reporting, and as permitted in the Services Agreement.

Notwithstanding the foregoing, Stripe and the Bank are authorized to comply with the Legal Process that we or the Bank believe to be valid notwithstanding any infirmity or error in the manner in which the Legal Process was obtained or delivered.

The Stripe Privacy Policy and the Bank Privacy Policy explain how and for what purposes the respective parties will collect, use, retain, disclose, and safeguard the personal information you provided by you. We may use any information, including personal information, to process payments and as otherwise provided in this Agreement.

b. Customer Identification Procedures by the Bank: We are required to comply with laws intended to help the government fight terrorist financing and money laundering. These laws require all financial institutions to obtain, verify, and record information that identifies businesses and persons we provide contract to provide services to. The information you provide to us in the Atlas Application, including your name, address, date of birth, and other information, allow us to identify you. All or portions of this information may also be provided to the Bank. We may also ask you to validate information at any time by providing a copy of your driver’s license or other identifying documents.

5. Service Fees

We provide Atlas Services to you at the rates and for the fees (“Fees”) described in the Fee Schedule, linked here and incorporated into this Agreement. These include one-time Fees for incorporation and related filing services and costs; and may include ongoing costs for maintaining Rocket Lawyer as your registered agent. All fees charged by us will be reflected in your Stripe dashboard, and you agree that Stripe has the right to deduct fees from amounts processed for you. Fees for other services (such as processing a payment) are charged separately. We may revise the Fees at any time.

If you do not understand the Fee Schedule or you have a question about Fees, please contact us.

You are solely responsible for communicating any amounts charged to your customers and agree to clearly communicate any such amounts in advance of charging your customers. To the extent that you are passing along the fees for your use of Services, you must accurately reflect any fees charged for Services.

You will be automatically renewed with Rocket Lawyer as your registered agent (“Rocket Lawyer Services”) for successive one-year terms at the end of each one-year subscription period at the cost of $100 unless you notify us that you are canceling the Rocket Lawyer Services at least 30 calendar days before the end of your first year term and each successive year. If you cancel the Rocket Lawyer Services, Rocket Lawyer will carry out its registered agent services for your entity until the respective one-year term is complete, after which Rocket Lawyer will cease to act as your registered agent and will stop any and all related services. You may cancel the Rocket Lawyer Services at any time, or ask questions about Rocket Lawyer and its registered agent services, by contacting the Stripe Atlas team at atlas@stripe.com.

In the event that your entity is dissolved, either voluntarily or involuntarily, it is your responsibility to notify us of this dissolution so that we may cancel the Rocket Lawyer Services. Until we are notified otherwise, the Rocket Lawyer Services will continue to renew and be billed to you. In the event that we do not receive full payment, we reserve the right to terminate the Rocket Lawyer Services. You agree to bear any risk and under no circumstances will SGEP or Rocket Lawyer be liable or responsible for any damage or inconvenience caused or alleged to be caused by termination.

In the event that Stripe terminates your access to the Atlas Services for any reason, that does not mean that your entity is terminated, nor that your registered agent services are terminated. In such an event, you would be responsible for dealing directly with the State of Delaware for your entity filings, and with Rocket Lawyer for your use of Rocket Lawyer Services. Please see the Rocket Lawyer Terms of Service (https://www.rocketlawyer.com/registered-agent-terms-of-service-for-stripe-atlas-customers.rl) for more information regarding business filings and registered agent services.

6. Indemnification

In addition to indemnification obligations under the Services Agreement, you agree to defend, indemnify, and hold harmless Stripe, SGEP, the Bank, PwC, Rocket Lawyer and Orrick, as well as the affiliates and respective employees and agents of each (each a “Disclaiming Entity”) from and against any claim, suit, demand, loss, liability, damage, action, or proceeding arising out of or relating to (a) your breach of any provision of this Agreement; (b) any disputes between you and your customers; or (c) your use of Services in a manner that is illegal, violates the applicable law, or is inconsistent with the Documentation.

We agree to defend, indemnify, and hold harmless user from and against any claim, suit, demand, action, or proceeding to the extent that such arises from out of or relate to Stripe Atlas infringing the intellectual property rights of third parties to this Agreement.

7. Representations and Warranties

In addition to the representations and warranties of the Services Agreement, you represent and warrant to us that you will (a) obtain authorization for all activity initiated on behalf of your customer; (b) obtain consent from your customers to provide information to us as described in this Agreement and the Services Agreement; (c) comply with applicable law and not use the Services in a manner that is illegal, or would be considered unfair or deceptive.

We and our licensors own all right, title and interest, including all copyrights, patents, trademarks, trade secrets and other intellectual property rights, in and to the Stripe Atlas Service and all Stripe marks. You are granted a limited right to use the Stripe Atlas Service for the purposes described herein in a manner consistent with the Documentation. Except as expressly set forth herein, no license, ownership or other interest is transferred under this agreement.

SGEP represents and warrants that it will provide the Stripe Atlas Service (a) in a manner consistent with the Documentation and (b) will use personal information provided by you in manner consistent with this Agreement and the Stripe Privacy Policy.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, WE PROVIDE THE STRIPE ATLAS SERVICE TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY.

8. Limitations of Liability

We are not responsible for and disclaim all liability for your, your employees’, and your agents’ (a) acts or omissions in providing products or services to your customers, or accurately describing such products or services; (b) compliance or failure to comply with applicable laws and obligations related to your business; and (c) providing customer service, notifications, or receipts, handling refunds or consumer complaints, or taking other actions related your business.

IN NO EVENT WILL THE DISCLAIMING ENTITIES BE LIABLE FOR ANY LOST PROFITS, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO THIS AGREEMENT, THE STRIPE ATLAS SERVICE, OR ANY OTHER STRIPE SERVICE, INCLUDING WITHOUT LIMITATION THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF SERVICES. UNDER NO CIRCUMSTANCES WILL ANY DISCLAIMING ENTITY BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE STRIPE ATLAS SERVICE, OTHER STRIPE SERVICES, YOUR STRIPE ACCOUNT, OR INFORMATION THAT YOU PROVIDE THROUGH THE SERVICES.

THE DISCLAIMING ENTITIES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM USE OF THE STRIPE ATLAS SERVICE OR OTHER STRIPE SERVICES; (B) UNAUTHORIZED ACCESS TO OR USE OF THIRD-PARTY SERVERS USED IN CONNECTION WITH THE STRIPE ATLAS SERVICE OR ANY PERSONAL INFORMATION STORED THEREIN; (C) ANY INTERRUPTION OR CESSATION OF THE STRIPE ATLAS SERVICE OR OTHER STRIPE SERVICES; (D) ANY SOFTWARE BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES USED TO PROVIDE THE STRIPE ATLAS SERVICE; (E) ERRORS, INACCURACIES, OR OMISSIONS OF INFORMATION, OR ANY LOSSES INCURRED AS A RESULT OF, RESULTING FROM THE USE OF STRIPE SERVICES; (F) INFORMATION TRANSMITTED THROUGH STRIPE ATLAS SERVICE THAT IS DEFAMATORY, OFFENSIVE, OR ILLEGAL; OR (G) THE CONDUCT OF ANY THIRD PARTY.

WITHOUT LIMITING THE FOREGOING PROVISIONS, THE DISCLAIMING ENTITIES’ CUMULATIVE LIABILITY TO YOU WILL BE LIMITED TO DIRECT DAMAGES AND IN ALL EVENTS WILL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF FEES PAID BY YOU TO SGEP FOR USE OF STRIPE ATLAS DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

THIS LIMITATION OF LIABILITY SECTION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, INCLUDING WITHOUT LIMITATION CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER BASIS. THE LIMITATIONS APPLY EVEN IF THE DISCLAIMING ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

a. Term, Termination, and the Effects of Termination: The term of this Agreement will begin when you submit your Atlas Application and will end when terminated by you or by us as described in this Agreement or the Services Agreement. Termination of the Services Agreement for any reason will immediately terminate this Agreement. We may terminate this Agreement (a) if you are in breach of this Agreement and fail to cure the breach upon notice by Stripe; (b) upon 30 days’ notice for any reason; (c) if your participation in Stripe Atlas presents, in our sole discretion, a heightened risk of legal or regulatory non-compliance; (d) if the you become the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding; (e) upon the demand of the Bank; or (f) if required to do so under court or legal order or as required by law. As stated above, termination of the Atlas Services will not automatically terminate your entity nor your registered agent services.

Sections 2, 4, and 6-9, and all provisions giving rise to continuing obligations will survive termination of this Agreement.

b. Dispute Resolution; Agreement to Arbitrate

i. Binding Arbitration: In the event that there is a dispute, claim or controversy 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 intellectual property (which such dispute will be resolved in litigation before the United States District Court for the Northern District of California), will be determined by arbitration in San Francisco, California before a single arbitrator. The arbitration will be administered by JAMS. For claims greater than $250,000, the JAMS Comprehensive Arbitration Rules and Procedures in effect at the time the arbitration is commenced will apply. For claims less than or equal to $250,000, the JAMS Streamlined Arbitration Rules in effect at the time the arbitration is commenced will apply. The arbitrator will apply the substantive law of the State of California, exclusive of its conflict or choice of law rules. If JAMS is no longer in business, or refuses or declines to administer any dispute between the parties brought before it, either party may petition the United States District Court for the Northern District of California to appoint the arbitrator. Nothing in this paragraph will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provisions in this paragraph referencing applicable substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) will govern any arbitration conducted pursuant to the terms of this Agreement.

Either party may commence arbitration by providing to JAMS and the other party to the dispute a written demand for arbitration, setting forth the subject of the dispute and the relief requested (“Arbitration Demand”).

ii. Service of Process: Each party hereby irrevocably and unconditionally consents to service of process through personal service at their corporate headquarters, registered address, or primary address (for individuals or sole proprietors). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by Law.

iii. Class Waiver: To the fullest extent permitted by applicable law, each of the parties agrees that any proceeding, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. 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.

iv. Provision of an Award: Subject to the limitations of liability identified 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 their determination, the arbitrators will not have the authority to modify any term or provision of this Agreement. The arbitrators will deliver a reasoned written decision with respect to the dispute (the “Award”) to each party, who will promptly act in accordance the Award. Any Award (including interim or final remedies) may be confirmed in or enforced by any court having jurisdiction over either party or its assets. The decision of the arbitrators will be final and binding on the parties, and will not be subject to appeal or review.

v. Fees: Each party will advance one-half of the fees and expenses of the arbitrators, the costs of the attendance of the court reporter at the arbitration hearing, and the costs of the arbitration facility. In any arbitration arising out of or related to this Agreement, the arbitrators 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 attorneys’ fees awards will be offset.

vii. Confidentiality: The parties will maintain the confidential nature of the arbitration proceeding, the hearing and the Award, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, or confirmation of an Award or its enforcement, or unless otherwise required by applicable laws. The parties, witnesses, and arbitrators 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 hereunder, except as required by law or except if such evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.

viii. Conflict of Rules: In the case of a conflict between the provisions of this Section 9.b.viii and the rules governing arbitration identified in Section 9.b.i, the provisions of this Section 9.b.viii will prevail. If any provision of this agreement to arbitrate is held invalid or unenforceable, it will be so held to the minimum extent required by applicable law and all the other provisions will remain valid and enforceable.

c. Right to Amend: We may amend this Agreement upon notice to you, which may be provided through email, the Stripe dashboard, or Stripe’s web site. You agree that any changes to this Agreement will be binding on you upon notice. If you elect to not accept any changes to this Agreement, you must provide notice to Stripe. Where no such notice is provided or where you continue to use the Service, you agree that you are consenting to any such changes to the Agreement.

d. Assignment: You may not assign or attempt to assign this Agreement or the Services Agreement without the express consent of us in advance. While we will generally consent to such an assignment where we consider it reasonable, we are not required to and will deny requests where such an assignment would violate this Agreement (such as assignment to a prohibited business) or would pose a material risk to us.

f. Entire Agreement: This Agreement constitutes the entire agreement between you and us with respect to the Stripe Atlas Service. Except where expressly stated in a separate agreement duly executed by us, if there is any conflict between this Agreement and any other agreement related to the Stripe Atlas Service, this Agreement will prevail. These terms and conditions describe our entire liability to you and set forth your exclusive remedies with respect to the Stripe Atlas Service. If any provision of this Agreement (or portion thereof) is held to be invalid or unenforceable under applicable law, then it should be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.