Stripe Bitcoin Addendum

Last Updated: September 29, 2014.

By using the Stripe Bitcoin API you agree to be bound by both the Stripe Services Agreement and this Stripe Bitcoin API Addendum (“Addendum”). Capitalized terms used, but not defined, in this Addendum will have the meanings given to them in the Services Agreement. If there is a conflict between the terms of this Addendum and the Services Agreement relating to your use of the Bitcoin API, the terms of this Addendum will control. Unless otherwise indicated in this Addendum, the term “Service” shall include the Bitcoin API and associated services delivered by Stripe under or in connection with this Addendum.

1. General

The Stripe Bitcoin Application Programming Interface allows Stripe users to accept Bitcoin (BTC) payments using the Stripe Services (“Bitcoin API”). Using the Bitcoin API, you can allow your customers to pay for a product or service, or make a donation, with Bitcoin. The Bitcoin API will allow you to convert Bitcoin payment into the designated fiat currency via Coinbase and have your funds transferred into your Bank Account. The Bitcoin API is a technology layer that connects you to Bitcoin exchange and financial services provided by Coinbase, Inc. (“Coinbase”) and Silicon Valley Bank (“SVB”), respectively. Please read this Addendum carefully as it governs your use of the Bitcoin API.

2. Using the Bitcoin API

a. Processing Charges

Stripe will make available the Bitcoin API, which will enable you to submit charges denominated in fiat currency (e.g., USD), receive a BTC-to-fiat currency conversion rate, and submit BTC transactions, as more fully described in the documentation available at https://stripe.com/docs (collectively, with this Addendum and any code of conduct made available by stripe from time to time, the “Documentation”). You may use the Bitcoin API solely in accordance with the Documentation. We reserve the right to impose transaction size or frequency limits on your use of the Bitcoin API. You acknowledge that you are also responsible for any penalties or fines imposed on Stripe or directly to you by any financial institution as a result of your activities using the Bitcoin API.

b. Ownership

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

c. Payouts, Fees, and Transaction History

Funds will paid to your Bank Account (less Fees) for transactions submitted using the Bitcoin API. Timing of the transfers to your Bank Account and the Fees associated with charges made through the Bitcoin API will be subject to the Bitcoin Fee Schedule. We reserve the right to revise the Bitcoin Fee Schedule at any time on thirty (30) days’ notice. All Multi-Currency Processing conversion rates and fees will apply to any charges submitted through the Bitcoin API.

Transaction History will be made available to you through the Stripe management dashboard. Except as required by law, you are solely responsible for reconciling your Transaction History with your actual Bitcoin transactions. You understand and agree that Transaction History is subject to the review and notification rights and obligations outlined in Section C of the Services Agreement.

d. Refunds and Returns

You understand and agree that the refunds and return provisions of the Services Agreement shall also apply to BTC charges remitted via the Bitcoin API. This includes but is not limited to your obligation to maintain and disclose to consumers at the time of purchase a fair return, cancellation or adjustment policy. You are solely responsible for accepting and processing returns of your products and services; Stripe has no responsibility or obligation for processing such returns.

e. Claims and Reversals

For the purposes of the Bitcoin API only, “Claim” means a challenge to a specific charge that a customer files with Stripe or Coinbase; and “Reversal” means Stripe or Coinbase reverses the settlement of funds from a transaction processed using the Bitcoin API because (i) the settlement funds were sent to you in error, (ii) the sender of the payment did not have authorization to send the payment, (iii) you received the payment for activities that violated the Services Agreement, this Addendum, the Coinbase Agreement, or any other agreement you have with Stripe or Coinbase, or (iv) Stripe decided a Claim against you. A Claim may be caused when a customer disputes a charge due to failure to deliver goods or services as described; if a charge is unauthorized or improperly authorized by the customer, Coinbase, or SVB; or where a charge is allegedly unlawful, suspicious, or does not comply with the Services Agreement.

When a Claim or Reversal is made, you are immediately liable to Stripe for the full amount of charge plus any associated Fees, fines, expenses or penalties. If we reasonably believe that a Claim is likely with respect to any charge, we may withhold the amount of the potential Claim from payments otherwise due to you under this Addendum or the Services Agreement until we determine that a Claim on the transaction will not occur or the dispute is resolved. You agree that Stripe may recover these amounts (and any applicable Fees or fines) by debiting by means of ACH debit of your Bank Account associated with your Stripe Account, debiting your Reserve Account, or setting off any amounts owed to you by us. If we are unable to recover funds related to a Claim or Reversal for which you are liable, you will pay us the full amount of the Claim or Reversal immediately upon demand. You agree to pay all costs and expenses, including without limitation attorneys’ fees and other legal expenses, incurred by or on behalf of us in connection with the collection of any funds owed to us.

You may contest any Claim by formally notifying Stripe and providing the information requested by us, in a timely manner and at your expense, as may be necessary to investigate or help resolve the Claim. You also grant us permission to share records or other information required with the Coinbase or SVB to help resolve any disputes. You acknowledge that your failure to provide us with complete and accurate information in a timely manner may result in a decision against you for the Claim. While it is typically unnecessary, we reserve the right, upon notice to you, to charge a fee for mediating or investigating Claims disputes.

If at any point we believe, in our sole discretion, that your account has too many Reversals or Claims, we may terminate your access to the Bitcoin API or Stripe Services.

3. Bitcoin Exchange Services

Coinbase will provide Bitcoin exchange services (“Coinbase Services”) to you subject to the Coinbase User Agreement (“Coinbase Agreement”), as updated by Coinbase from time to time or expressly superseded herein. Stripe is not a party to the Coinbase Agreement, which is between you and Coinbase. The timing of payouts, exchange rates, fees, and other details of the Coinbase Services are subject to the Coinbase Agreement. Stripe does not guarantee, and will not be responsible for, the Coinbase Services. You may contact Coinbase directly at the contact information provided in the Coinbase Agreement.

You will be assigned a Coinbase merchant ID and will accept Bitcoin payments into a dedicated Coinbase wallet. Coinbase will immediately sell, on your behalf, any Bitcoin received, in accordance with the “Instant Exchange Service” described in Coinbase Agreement. Stripe will issue all instructions, receipts, order callbacks, and other notifications described in the Coinbase Agreement via the Stripe management dashboard.

You authorize Stripe to operate and monitor Coinbase Services on your behalf, direct Coinbase or SVB to transfer resulting funds directly to your Bank Account, and display records of transactions through the Stripe management dashboard. You further authorize Stripe to generate and store credentials, passwords, API keys, and other information necessary to operate the Coinbase Account; manage your Coinbase account settings, including by linking a designated Bank Account; and provide information about you and any transaction as necessary to comply with law and Coinbase procedures.

While you may have access to information related to your Coinbase account, you may not directly access your Coinbase Account without first contacting Stripe. Merchants may not change account settings without consent from Stripe. If Merchants wish to directly access their Coinbase Account, they must contact Stripe, which will initiate a process to allow Merchants to login. At the conclusion of this process, Stripe will no longer operate Merchant’s Coinbase Account. Additional verification procedures or limitations may apply.

Either Coinbase or Stripe may suspend, limit, or terminate your use of Coinbase Services (a) as required by law, (b) in response to a subpoena, court order, or other binding government order, (c) if you use the Coinbase Services in a manner inconsistent with the Coinbase Agreement, or (d) if your use of Coinbase Services presents, in Coinbase’s sole discretion, a heightened risk of legal or regulatory non-compliance.

4. Payment Services

Funds resulting from your use of the Bitcoin API will be received by and paid out to you through SVB. You hereby appoint SVB to receive such funds and you hereby instruct Stripe to act on your behalf to communicate with SVB regarding amounts settled or to be settled to you. SVB may, in its sole discretion, condition your use of the financial services underlying the Bitcoin API upon notice to you in a manner consistent with the notice provisions of the Services Agreement.

Funds will be received by SVB and held in an aggregated clearing account before disbursement to you. You understand and agree that you are not entitled to any funds until such time as the funds are received in your Bank Account. You may see the status of the funds in your Stripe management dashboard. You authorize SVB to (a) receive such funds on your behalf, (b) transfer funds as you direct them to be transferred through the Stripe management dashboard, (c) collect whatever information necessary from Stripe or third-party sources to verify you identity and ensure that the transactions comply with all legal and regulatory obligations or guidelines, and (d) take any other action it believes is necessary to comply with all legal and regulatory obligations or guidelines.

SVB may refuse to accept funds from a transaction or pay such funds out to you at any time or for any reason. SVB may respond to and take any actions under any legal, administrative, or other notice issued to it. Notwithstanding anything to the contrary herein, SVB is not liable to you or any third party for (a) any funds expected by you that were not received; (b) any services not provided by SVB, including but not limited to Stripe Services or Coinbase Services; or (c) for any damages, direct or indirect, that you may suffer through your use of the services described herein. Neither Stripe, Coinbase, nor SVB is responsible for subsequent funds once they have been remitted to your Bank Account.

5. Term and Termination.

This Addendum will begin on the earlier of your acceptance of these terms or your use of the Bitcoin API and will continue until terminated by either party as provided herein. This Addendum will immediately terminate in the event that the Services Agreement is terminated by either party, or in the event that Coinbase terminates the Coinbase Agreement.

You may terminate this Addendum at any point by providing notice to Stripe at notices@stripe.com. Stripe may terminate this Addendum (a) for any reason upon 3 business days’ notice to you, (b) immediately in the event of a breach of this Addendum, the Stripe Services Agreement, or the Coinbase Agreement, or (c) immediately where providing services to you violates any law, regulation, regulatory guidance, or are prohibited by SVB, or (d) Stripe has a reasonable belief that the foregoing may occur.

If this Addendum is terminated for any reason by either party: (a) your authorization to use the Bitcoin API will terminate immediately, (b) you will remain solely responsible to Coinbase for any liabilities incurred under the Coinbase Agreement, and (c) you will remain solely responsible to Stripe for any continuing liabilities incurred under this Addendum or the Services Agreement.

Sections 2(b) — (e), 6-10 will survive termination of this Addendum or the Services Agreement.

6. Representations and Warranties

You are and will remain liable for all customer disputes and any penalties arising from use of the Stripe Services (including use of the Bitcoin API), the Coinbase Services, or otherwise from providing goods or services to customers.

By accepting these terms, you (a) represent and warrant that you have read and agree to the Coinbase Agreement prior to accepting and agreeing to this Addendum; (b) designate Stripe an agent for purposes of establishing and maintaining an account with Coinbase on your behalf with information provided by to Stripe; (c) hereby authorize Stripe to disclose information about your account to Coinbase or SVB as may be required by Coinbase or SVB, including, without limitation, your legal name, address, tax identification number and bank account number, and the social security number, name, address and other identifying information associated with your representative on file with Stripe; and (d) agree to indemnify, hold harmless, and defend Stripe and its employees, officers, and affiliates, from any claims between you and any third party to this Addendum arising from or relating to the Coinbase Agreement between you and Coinbase.

While using the Bitcoin API, you represent and warrant that you will (e) only use the Bitcoin API in the manner described in the Documentation and only for lawful purposes; (f) receive and document consent from the customer for each charge submitted to the Bitcoin API; (g) not use the Bitcoin API for any fraudulent, unlawful or abusive purposes or in any manner intended to harm Stripe, Coinbase, SVB, or any third party; (h) not circumvent Stripe’s intended limitations for any feature of the Bitcoin API; and (i) not use the Bitcoin API in any manner inconsistent with the Documentation.

7. Indemnification

In addition to the obligations arising under the Services Agreement, you will defend, indemnify and hold harmless Stripe, Coinbase, and SVB, including their respective subsidiaries, affiliates, officers, agents, and employees of each of the foregoing, from and against any third-party claim arising from or in any way related to: (a) your misuse of the Bitcoin API; (b) your violation of any law or regulation applicable to you; or (c) any third party’s misuse of the Bitcoin API or actions that would constitute a violation of these terms provided that you enabled such third party to access the Bitcoin API or failed to take reasonable steps to prevent such third party from accessing the Bitcoin API.

8. Warranties and Limitations of Liability of Services Agreement Apply.

YOU UNDERSTAND AND AGREE THAT NO ADDITIONAL REPRESENTATIONS OR WARRANTIES ARE PROVIDED BY STRIPE UNDER THIS ADDENDUM. SECTIONS D(8) (“NO WARRANTIES”) AND D(9) (“LIMITATION OF LIABILITY AND DAMAGES”) APPLY TO YOUR USE OF THE BITCOIN API.

9. No Third-Party Liability.

YOU FURTHER UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT, EXCEPT AS MAY BE SEPARATELY AGREED UPON BETWEEN YOU AND COINBASE OR SVB, IN NO EVENT SHALL COINBASE OR SVB (INCLUDING ANY EMPLOYEES, OFFICERS, DIRECTORS, OR CONTRACTORS THEREOF) BE LIABLE TO YOU UNDER THIS ADDENDUM, INCLUDING BUT NOT LIMITED TO (a) LOST PROFITS, LOSS OF DATA, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO THIS AGREEMENT OR THE SERVICES, INCLUDING WITHOUT LIMITATION THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE; (b) ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR STRIPE ACCOUNT OR THE INFORMATION CONTAINED THEREIN, OR YOUR FAILURE TO USE OR IMPLEMENT SECURITY CONTROLS THAT ARE APPROPRIATE FOR YOUR BUSINESS; OR (c) ANY DIRECT DAMAGES ARISING FROM YOUR USE OF THE BITCOIN API.

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 STRIPE, COINBASE, OR SVB HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

THE PROVISIONS OF THIS SECTION 9 SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

10. Interpretation; Modification and Assignment.

The Services Agreement will continue to govern the provision of Stripe Services to you and, except as expressly modified herein, will govern your use of the Bitcoin API. Together, the Services Agreement and this Addendum constitute the entire agreement and understanding of the parties with respect to the Bitcoin API and supersede any prior or contemporaneous understandings. Except as expressly set forth in the Services Agreement, neither this Addendum nor the Services Agreement may be modified except in a writing signed by both parties. Any disputes arising under or relating to this Addendum are subject to Section D(10) of the Services Agreement.