Stripe Atlas Agreement

Last Updated: April 5, 2017

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: (i) creation of a U.S. business entity by Rocket Lawyer Incorporated (“Rocket Lawyer”) or another business formation partner as we may designate from time to time (“Incorporation Service”), (ii) establishment of a U.S. bank account (“Deposit Account”) with Silicon Valley Bank or another bank that you may designate from time to time (the “Bank”), (iii) payment processing services provided through Stripe, Inc. (“Stripe”), (iv) access to U.S. tax and legal information from partners including PricewaterhouseCoopers (“PwC”), Orrick, Herrington & Sutcliffe LLP (“Orrick”) and any other tax and legal partners that we may designate from time to time (“Tax Partners” and “Legal Partners”), and (v) other services and tools as the program’s network of partners and collaborators grows over time.

General terms

This Stripe Atlas Agreement (“Agreement”) is a contract between the legal entity formed pursuant to your participation in Stripe Atlas (“Legal Entity”), as well as the founder and/or promoter of such entity in his or her individual capacity (“Founder”)(Collectively, Founder and Legal Entity are referred to as “you”, “your”, or “user”), Stripe, and Stripe GEP, Inc. (“SGEP”). Collectively Stripe and SGEP are referred to as “we”, “our”, or “us”.

As used in this Agreement, the term “Stripe Atlas Service” means the services provided by SGEP through a collaboration among Stripe and various services providers (“Service Providers”) as described in this Agreement, the documentation provided on the Stripe Atlas website, the Dashboard, the Stripe Atlas documentation, and in any communications sent to you by Stripe (collectively, “Stripe Atlas Documentation”). The term “Services” is defined in the Stripe Services Agreement (“Services Agreement”), and, for clarity, the Stripe Atlas Service is a “Service”. This Agreement, as well as the Services Agreement (which is incorporated by reference), govern your use of the Stripe Atlas Service, and the Services Agreement applies to and governs any Services (in addition to the Stripe Atlas Services) that you may use.

By completing the Stripe Atlas application and/or using the Stripe Atlas Service, you acknowledge and agree that the Stripe Atlas Service is for commercial purposes only and you will not use the Stripe Atlas Service for personal, family, or household use.

The person executing this Agreement on your behalf represents that he or she is 18 years of age or older, that all the information provided to us is accurate and complete, and that he or she is authorized to agree to this Agreement on your behalf. If this Agreement is entered into before incorporation of the Legal Entity, once incorporated, the Legal Entity must expressly accept and assume all rights and obligations under this Agreement through a duly adopted resolution of its board of directors or in another manner reasonably acceptable to Stripe.

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 and Service Providers

a. Overview: The Stripe Atlas Service is an online platform that enables accepted users to access Service Providers who can assist with: (i) the formation of a business entity, (ii) the application for and creation of a Deposit Account, (iii) information about the U.S. tax and legal systems, and (iv) any additional services that we may decide to provide from time to time as described through the Stripe Atlas Documentation.

b. Information Required: Each Founder will complete an application provided by Stripe (“Stripe Atlas Application”) requesting information necessary to apply for a Stripe Atlas account, a Deposit Account, and a Stripe account.

More specifically, you must provide, and 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, and (iii) business information for both any newly formed U.S. entity as well as any U.S. or foreign parent entity including legal name, address, tax identification number, and constituent documents. We may 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: We will attempt to verify the information you provide using various programmatic and manual methods of review. This may include verification of personal identification and beneficial ownership, denied persons or parties checks, and other efforts to verify the legitimacy of business entities who are beneficial owners.

We are required to comply with laws intended to help prevent the funding of terrorism and money laundering activities. These laws require all financial institutions to obtain, verify, and record information that identifies businesses and persons to whom we provide services.

The information you provide to us in the Stripe Atlas Application, including your name, address, date of birth, and other information, allows us to identify you. All or portions of this information may also be provided to the Bank.

You acknowledge that the collection and use of information about you is used to facilitate the opening process for your Stripe Atlas account, Deposit Account, and Stripe account. You hereby direct Stripe to transmit the information in the Stripe Atlas Application to the Bank to expedite your application for a Deposit Account.

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 to evaluate the risk of doing business with you. You will have no recourse, and we will have no liability, if upon evaluation of your Stripe Atlas Application or any related information, either we or any of our partners or collaborators in Stripe Atlas decline to do business with you.

d. Entity Formation; Registered Agent: When your Stripe Atlas Application has been approved and you have signed the documents required to set up the Legal Entity, the Incorporation Service will form a Delaware entity based on the information provided in your Stripe Atlas Application. As part of the Stripe Atlas Service, you authorize Rocket Lawyer, or another Delaware registered agent designated by Stripe to serve as your Delaware registered agent (“Registered Agent”) when the Legal Entity is formed. As of the Last Updated date indicated above, Rocket Lawyer is the Incorporation Service and Registered Agent providing these services as part of the Stripe Atlas Service. The Rocket Lawyer Terms of Service will apply as between you and Rocket Lawyer to the extent that you are the recipient of services provided by Rocket Lawyer, including any business filings, registered agent, and limited mail forwarding services. You are solely and exclusively responsible for updating your address, contact, and other business information with the Registered Agent through your Stripe Atlas account or by contacting Stripe Atlas.

The Rocket Lawyer Terms of Service provide that Registered Agent services will automatically renew, and you are obliged to pay renewal fees for any renewal period. You may cancel the Registered Agent’s appointment at any time by providing us with 30 days advance notice to atlas@stripe.com. However, if you exercise this cancellation right, the Registered Agent may remain your registered agent until you appoint a new registered agent, and you will be responsible for the Registered Agent’s fees until such time as this occurs. If your entity is dissolved, either voluntarily or involuntarily, it is your responsibility to notify us of this dissolution so that we may inform the Registered Agent of this fact. If you cancel the Registered Agent’s appointment, or the appointment is otherwise terminated, you will not receive a refund for any prepaid fees, including fees for the time period between cancellation or termination and the appointment of a new registered agent. If you do not make full payment when due, your Registered Agent services may be terminated. You agree to bear any risk and under no circumstances will we or the Registered Agent be liable or responsible for any damage or inconvenience caused or alleged to be caused by termination of the Registered Agent services.

e. Bank Account: You direct SGEP to provide the Bank with all requisite formation and constituent documents and all personal and tax identification information necessary to open and maintain a Deposit Account.

After SGEP transmits your Stripe Atlas Application to the Bank, the Bank will review the application using its own criteria, including its prudential standards, anti-money laundering program, and other regulatory obligations. You must meet the Bank’s eligibility criteria before the Bank will open a Deposit Account for you. You acknowledge that the Bank may have separate documentation and disclosures for you to review and sign prior to opening a Deposit Account (“Deposit Agreement”).

You must direct any service or support questions relating to your Deposit Account to the Bank for resolution. You acknowledge that Stripe is not responsible for any of your service or support questions relating to your Deposit Account.

In the event of any conflict between this Agreement and the Deposit Agreement, the Deposit Agreement will control with respect to the Deposit Account provided by Bank.

f. Professional Information: As part of the Stripe Atlas Service, you will receive access to a U.S. Tax Considerations Guide prepared by PwC. You will also receive access to a U.S. Legal Considerations Guide and Forms prepared by Orrick to assist with incorporation and post-incorporation legal considerations. You acknowledge that such tax and legal resources are available solely for informational and educational purposes and do not constitute tax or legal advice.

g. Stripe Atlas Forum: Users are invited to join the Stripe Atlas Forum. Your participation in the forum is subject to this Agreement and the Services Agreement.

h. New Services: Unless explicitly stated otherwise, any new features, communications, or services that change or add to the current Stripe Atlas Service are subject to this Agreement and the Services Agreement.

i. Limitations: You acknowledge, understand, and agree that: (i) Stripe is neither a law firm nor an accounting firm and as such provides no legal, tax or accounting advice of any kind whatsoever, (ii) you alone are responsible for all corporate, tax, securities and other legal reporting, payment and compliance aspects of your personal and business activities, (iii) all information, forms, and materials provided through the Stripe Atlas Service are provided to you for informational and educational purposes only and do not constitute tax or legal advice, and (iv) none of the Stripe Atlas Documentation, website, Dashboard, Forum, or this Agreement is intended to create an attorney-client relationship. If you require legal advice at any time, you should consult with a licensed attorney.

The Stripe Atlas Service provides users with access to a collection of content and services. Content available through the Stripe Atlas Service may be supplied by third parties. Any opinions, advice, statements, services, offers, or other information that constitute part of the content expressed or made available by third parties, including without limitation, Service Providers, are those of the authors or distributors and not of Stripe or its affiliates or any of its officers, directors, employees or agents. Stripe neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, submission, posting, or statement made through the Stripe Atlas Service. Under no circumstances will Stripe, or its affiliates, be liable for any loss or damage caused by your reliance on any content or other information obtained through the Stripe Atlas Service.

j. Additional Obligations, Limitations: 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 Services 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.

3. Processing Transactions

We may establish exposure limitations for you, and you agree not to process in 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. 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 limitation.

4. Use of Data and Data Protection; Privacy

Protecting, securing, and maintaining the information processed and handled through the Stripe Atlas Service is one of our top priorities, and it should be yours, too. This section describes our respective obligations when handling and storing information connected with the Stripe Atlas Service. The Services Agreement describes your and our obligations with respect to Data (as that term is defined in the Services Agreement, and which, for the purposes of this Agreement, expressly includes data related to the Stripe Atlas Service).

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

b. Confidentiality: Stripe will maintain User Data in our possession as your confidential information, and will only use such User Data as permitted by this Agreement, by other agreements between you and us, or as otherwise directed by you. You will maintain any Data you receive through the Stripe Atlas Services that is not User Data as Stripe’s confidential information, may not disclose or distribute any such Data, and you will only use such Data in conjunction with the Stripe Atlas Services and as permitted by this Agreement or by other agreements between you and us. Neither party may use any Personal Data for marketing purposes unless it has received the express consent from a specific person to do so.

c. Privacy: Protection of Personal Data is very important to us. Our Stripe Privacy Policy explains how and for what purposes we collect, use, retain, disclose, and safeguard the Personal Data you provide to us. You agree to review the terms of our Privacy Policy, which we update from time to time.

We may collect additional Data about you from Service Providers regarding your use of their services to enhance the Services we provide to you. The Data we may receive varies by provider and is controlled by that provider. The collection, sharing and use of Data by our Service Providers is governed by their respective privacy policies (an example is the current Bank Privacy Policy). Our use of Data we receive about you from Service Providers is governed by this Agreement and our Privacy Policy.

You affirm that you are now and will continue to be compliant with all applicable Laws governing privacy and your use of Data that you provide to us or access through your use of the Stripe Atlas Services. You also affirm that you have obtained all necessary rights and consents under applicable Laws to disclose to Stripe — or allow Stripe to collect, use, retain, and disclose — any Personal Data that you provide to us or authorize us to collect, including Data that we may collect using cookies or other similar means.

We will comply with our obligations under Law if we become aware that we caused a loss, theft, or breach of Personal Data. We will also notify you and provide you sufficient information regarding the loss, theft or breach to help you mitigate any negative impact.

5. Service Fees

We provide the Stripe Atlas Service 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 fees for maintaining your Registered Agent or for providing the Stripe Atlas Service. If Stripe collects fees for services provided by Service Providers, Stripe’s sole role is to collect and remit fees to these Service Providers. Stripe does not take on any obligation with respect to the delivery of the relevant services. All fees charged by us will be reflected in your Dashboard or in communications sent to you by Stripe, and you agree that Stripe has the right to deduct fees from amounts processed for you, and, to the extent applicable, you agree to be bound by the NACHA rules for any such fees deducted via the ACH system. Fees for Services other than the Stripe Atlas Service (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. If you pass along to your customers or other third parties the amounts you pay for the Stripe Atlas Service, you must do so accurately and without further markup or surcharge.

6. Indemnification

In addition to indemnification obligations under the Services Agreement, you agree to defend, indemnify, and hold harmless Stripe, SGEP, and the Service Providers, as well as the affiliates and respective employees and agents of each (each an “Indemnitee”) from and against any claim, suit, demand, loss, liability, damage, action, or proceeding arising out of or relating to: (i) your breach of any provision of this Agreement, (ii) any disputes between you and your customers, or (iii) your use of Stripe Atlas Service in a manner that is illegal, violates applicable law, or is inconsistent with the Stripe Atlas Documentation.

7. Representations and Warranties

In addition to the representations and warranties you make to us in the Services Agreement, you further represent and warrant to us that you will: (i) ensure that you comply with your obligations under this Agreement, (ii) comply with all applicable Laws, and (iii) not use the Stripe Atlas Service in a manner that is illegal, or could be considered unfair or deceptive.

You may use the Stripe Atlas Service for the purposes described in this Agreement and in a manner consistent with the Stripe Atlas Documentation. Except as expressly stated to the contrary, no license, ownership or other interest is transferred under this Agreement.

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’: (i) acts or omissions in providing products or services to your customers, or accurately describing such products or services, (ii) compliance or failure to comply with applicable Laws and obligations related to your business, and (iii) providing customer service, notifications, or receipts, handling refunds or consumer complaints, or taking other actions related to your business.

In no event will any Indemnitee be liable for any lost profits or any indirect, punitive, incidental, special, consequential, or exemplary damages arising out of, or in connection with, or relating to this Agreement, the Stripe Atlas Service, or any other Service, including without limitation the use of, inability to use, or unavailability of Services. Under no circumstances will any Indemnitee be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Stripe Atlas Service, other Services, your Stripe account, or information that you provide.

The Indemnitees assume no liability or responsibility for any (i) personal injury or property damage, of any nature whatsoever, resulting from use of the Stripe Atlas Service or other Services, (ii) unauthorized access to or use of third-party servers used in connection with the Stripe Atlas Service or any data stored therein, (iii) any interruption or cessation of the Stripe Atlas Service or other Services, (iv) 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 or harmful code that may be transmitted to or through the services used to provide the Stripe Atlas Service, (v) errors, inaccuracies, or omissions of information, or any losses incurred, resulting from the use of the Stripe Atlas Service, (vi) information transmitted through the Stripe Atlas Service that is defamatory, offensive, or illegal, or (vii) the conduct of any third party.

Without limiting the foregoing provisions, the Indemnitees’ cumulative liability will be limited to direct damages and in all events will not exceed the aggregate amount of the fees paid by you for use of the Stripe Atlas Service 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 Indemnitees 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 Stripe 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 (i) if you are in breach of this Agreement or the Services Agreement, (ii) upon 30 days’ notice for any reason, (iii) if your participation in Stripe Atlas presents, in our sole discretion, a heightened risk of legal or regulatory non-compliance, (iv) if you become the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding, (v) upon the demand of the Bank, (vi) if you fail to provide any information we request to verify your identity, the nature and ownership of your business, or evaluate the risk of doing business with you, or (vii) if required to do so under court or legal order or as required by Law. Termination of this Agreement will not affect any continuing compliance obligations to which you may be subject including corporate filing, governance, and taxation obligations.

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

b. Dispute Resolution; Agreement to Arbitrate: The provisions of the Services Agreement governing dispute resolution apply to this Agreement.

c. Right to Amend: We may amend this Agreement upon notice to you, which may be provided through email, the Dashboard, or our 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 terminate this Agreement by providing notice to Stripe. Failure to provide such notice or any continued use of the Service shall be deemed to be your affirmative consent to such changes.

d. Assignment: You may not assign this Agreement, any rights or licenses granted in this Agreement, or operation of your Stripe Atlas account or services to others without our prior written consent. If you wish to make such an assignment, please contact us. If we consent to the assignment, the assignee agrees to assume all of your rights and obligations owed by you related to the assignment, and must agree to comply with the terms of this Agreement. Stripe may assign this Agreement without your consent or any other restriction. If we make an assignment, we will provide reasonable Notice to you.

e. 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, including the Services Agreement, this Agreement will prevail to the extent of the inconsistency. This Agreement and the Services Agreement describe our entire liability to you and sets forth your exclusive remedies with respect to the Stripe Atlas Service. If any part of this Agreement or Services Agreement 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.