Terms of Service — Canada

Last Updated: October 21, 2013. Previous versions and diffs are available here.

About our terms of service

Welcome to Stripe. We developed this payment service (the “Service”) to make it easy for you to accept credit and debit card payments online from your customers so you can focus on your own product or service.

We have tried to draft these Merchant Terms of Service to be readable to people like us. Unfortunately, the realities of the legal world make it a very difficult task. So, should you have any questions or concerns or would simply like to better understand how we do things at Stripe, please do not hesitate to contact us.

Below is a quick description of the sections in this Agreement, but (legal disclaimer coming) you should read each section to understand all the detailed terms of the agreement.

The Stripe Service

We provide you with software and a service to process your online credit and debit card payments; we will respect and protect your privacy and data. You run your business, service your customers, protect your customers’ data, report & pay taxes, and observe all laws, rules, and regulations. Complete details

Getting a Stripe Service Account

You provide us with basic information about your company; we will seek to verify your information (we may work with third parties to do so) and approve your service account unless deemed risky (by us or our payment processors). You give us permission to do all this, and to periodically update the information or we otherwise must decline to offer you the service. Complete details

Receiving your Funds from Card Transactions

We pay you for your transactions (minus our fees), at a schedule communicated to you once your service account is approved. (Payouts for your card transactions are typically sent to your bank within 7 days). A certain amount of your funds may be subject to an additional hold period (e.g. Reserve Account) with terms determined by your perceived risk and transaction history. You are responsible for refunds, returns, and liable for customer disputes (chargebacks). Complete details

Termination and Other Legal Terms

We can terminate this agreement at any time (especially if you do something bad). You can also terminate anytime. Termination is effective immediately. Termination does not alter your liability for processed payments or related chargebacks. This section also includes all the extra legal stuff they make us add (e.g. indemnification, warranties, assignment). Complete details

Stripe terms of service

These Terms and Conditions constitute a legal agreement (“Agreement”) between and among the sole proprietor or business entity or business organization listed as the “Merchant” on the Service registration page (sometimes referred to as “you,” “your”, “user”), Stripe Payments Canada, Ltd. (“Stripe”), and Wells Fargo Financial Corporation Canada (“WFFCC”), First Data Loan Company Canada (“FDLCC”) (each, a “Designated Bank”, and collectively with Stripe, referred to as “we,” “our” or “us”).

Section A: The Stripe Service

  1. Our Role

    Our Service helps you accept and process credit card, debit card and other types of card payments (collectively “cards” or “Cards”, each a “card” or “Card”) from your customers (each, a “customer” or a “Cardholder”) in exchange for your products and services. Stripe is not a bank or a money services business (“MSB”) and Stripe does not offer banking or MSB services as defined by the Financial Transactions Reports Analysis Centre of Canada. In addition, we do not assume any liability for the products or services purchased using our Service. You will be required to register for a service account to use Stripe (see Registering for Stripe). This “Stripe account” allows you to review card transactions that are in process of settling from a Card Network (as defined below) and us to your specified settlement bank account.

  2. Our Software

    We provide the Stripe application programming interfaces (collectively, “API”) and other software to enable you to use the Service. We reserve the right to require you to install or update any and all software to continue using the Service. Our Service also includes software to help you manage recurring and subscription billing charges for your products and services. It is your responsibility to obtain your customers’ consent to be billed on a recurring basis in compliance with applicable legal requirements and Visa Europe Ltd, Visa U.S.A., Inc., Visa Canada Inc. and Visa International (collectively, “Visa”) and MasterCard International Incorporated (“MasterCard”), Discover, American Express or other applicable card network (collectively, the “Card Networks”) payment rules.

  3. Authorization for Handling of Funds

    By accepting this Agreement, you authorize us to hold, receive, and disburse funds on your behalf when such funds from your card transactions settle from the Card Networks. You further authorize Stripe to instruct the Designated Bank in the way your card transaction settlement funds should be disbursed to you (such as by ACH or direct deposit under the rules of the Canadian Payments Association) and the timing of such disbursements. You also authorize the Designated Bank to hold settlement funds in a deposit account at the Designated Bank pending disbursement of the funds to you in accordance with the terms of this Agreement. You agree you are not entitled to any interest or other compensation associated with the settlement funds held in the deposit account at the Designated Bank pending settlement to your designated bank settlement account, that you have no right to direct that deposit account, that you have no legal interest in those funds or that account and that you may not assign any interest in those funds or the deposit account at the Designated Bank. From time to time, we may make available to you information in the Stripe Service regarding anticipated settlement amounts that have been received by the Designated Bank on your behalf from the Card Networks and are being held pending settlement. This settlement information does not constitute a deposit or other obligation of Stripe or the Designated Bank to you. This settlement information reflected in the Stripe management dashboard is for reporting and informational purposes only, and you are not entitled to, and have no ownership or other rights in settlement funds, until such funds are credited to your specified bank settlement account. Your authorizations set forth herein will remain in full force and effect until your Stripe account is closed or terminated as provided in Section B.

  4. Payment Methods

    Stripe’s card processing service supports any Canadian-issued card and most non-Canadian issued cards with a Card Network logo including credit, debit, pre-paid, or gift cards. Stripe will only process card transactions that have been authorized by the applicable Card Network or card issuer. You are solely responsible for verifying the identity of users and the eligibility of each presented payment card used to purchase your products and services, Stripe does not guarantee or assume any liability for transactions authorized and completed which may later be reversed or charged back (see Chargebacks below). You are solely responsible for all reversed or charged back transactions, regardless of the reason for, or timing of, the reversal or chargeback. Stripe may add or remove one or more types of cards as a supported payment card at any time without prior notice to you.

  5. Customer Service

    Stripe will provide you with customer service to help resolve any issues relating to your use of Stripe, your card payment processing and use of our software, and the distribution of funds to your specified bank settlement account. You, and you alone, are responsible for providing service to your customers for any and all issues related to your products and services, including but not limited to issues arising from the processing of customers’ cards through the Service.

  6. Taxes

    It is your responsibility to determine what, if any, taxes apply to the sale of your goods and services and/or the payments you receive in connection with your use of the Service (“Taxes”). It is solely your responsibility to assess, collect, report, or remit the correct tax to the proper tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. You acknowledge that we may make certain reports to tax authorities regarding transactions that we process and merchants to which we provide card payment services. We reserve the right to report to relevant revenue or taxing authorities regarding payment card transactions processed by Stripe on your behalf, to the extent we are required to do so by applicable law.

  7. Security

    Stripe is responsible for protecting the security of Card Data in our possession and will maintain commercially reasonable administrative, technical and physical procedures to protect all the Card Data and personal information regarding you and your customers that is stored in our servers from unauthorized access and accidental loss or modification. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use such personal information for improper purposes. You acknowledge that you provide this personal information regarding you and your customers at your own risk.

  8. Data Security

    You are fully responsible for the security of data on your website or otherwise in your possession. You agree to comply with all applicable provincial, territorial and federal laws and rules in connection with your collection, use, retention, security and dissemination of any personal, financial, Card, or transaction information (defined as “Data”) on your website. You agree that at all times you shall be compliant with the Payment Card Industry Data Security Standards (PCI-DSS) and the Payment Application Data Security Standards (PA-DSS), as applicable. The steps you will need to take to comply with PCI-DSS and PA-DSS when using Stripe will vary based on your implementation. For more information about implementing Stripe, please refer to our Documentation. If we believe it is necessary based on your implementation and request it of you, you will promptly provide us with documentation evidencing your compliance with PCI-DSS and/or PA-DSS. If your implementation involves storage or transmission of Card Data you also agree that you will use only PCI compliant service providers in connection with such storage or transmission. In any event, you must not store CVV2 data at any time. Information on the PCI-DSS can be found on the PCI Council’s website: https://www.pcisecuritystandards.org. It is your responsibility to comply with these standards.

  9. Audit Right

    If we believe that a security breach or compromise of data has occurred, we may require you to have a third party auditor that is approved by us conduct a security audit of your systems and facilities and issue a report to be provided to Stripe, the Designated Banks, processors, and the Card Networks.

  10. Privacy

    Your privacy and the protection of your data are very important to us. You acknowledge that you have received, read in full and agree with the terms of our Privacy Policy linked to and incorporated into this Agreement by reference, which contains your consent to our collection, use, retention and disclosure of personal information as well as other matters set forth therein and which explains how and for what purposes we collect, use, retain, disclose and safeguard the information you provide to us. You also acknowledge that we or our payment processor is required to report your business name and the name of your principals to the MATCHTM listing maintained by MasterCard and accessed and updated by Visa and American Express or to the Consortium Merchant Negative File maintained by Discover, if applicable, pursuant to the requirements of the Network Rules. You specifically consent to the fulfillment of the obligations related to the listing by us or our payment processor and to the listing itself and you waive and hold harmless us or our payment processor from all claims and liabilities you may have as a result of such reporting.

  11. Privacy of Others

    You represent to Stripe that you are in compliance with all applicable privacy laws, you have obtained all necessary rights and consents under applicable law to disclose to Stripe, or allow Stripe to collect, use, retain and disclose any Cardholder Data that you provide to us or authorize us to collect, including information that we may collect directly from your end users via cookies or other means, and that Stripe will not be in breach of any such laws by collecting, receiving, using and disclosing such information in connection with the Service. As between you and Stripe, you are solely responsible for disclosing to your customers that Stripe is processing credit card transactions for you and obtaining Data from such customers. Stripe will provide some or all of the Service from systems located within the United States or other countries outside of Canada. As such, it is your obligation to disclose to your customers that Cardholder Data may be transferred, processed and stored outside of Canada and, as set forth in our Privacy Policy, may be subject to disclosure as required by applicable law.

    If you receive information about others, including Cardholders, through the use of the Service, you must keep such information confidential and only use it in connection with the Service. You may not disclose or distribute any such information to a third party or use any such information for marketing purposes unless you receive the express consent of the user to do so. You may not disclose card numbers to any third party, other than in connection with processing a card transaction requested by your customer under the Service.

  12. Restricted Use

    You are required to obey all laws, rules, and regulations applicable to your use of the Service (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination or false advertising). In addition to any other requirements or restrictions set forth in this Agreement, you shall not: (i) utilize the credit available on any Card to provide cash advances to Cardholders,(ii) submit any card transaction for processing that does not arise from your sale of goods or service to your customer, (iii) act as a payment intermediary or aggregator or otherwise resell our services on behalf of any third party, (iv) send what you believe to be potentially fraudulent authorizations or a fraudulent card transaction, or (v) use the Service in a manner that one or more of the Card Networks or any other payment processor reasonably believes to be an abuse of the Card Network or a violation of Network Rules (as defined below).

    You also agree not to, nor to permit any third party to, do any of the following: (i) access or attempt to access Stripe systems, programs or data that are not made available for public use; (ii) copy, reproduce, republish, upload, post, transmit, resell or distribute in any way material from Stripe; (iii) permit any third party to use and benefit from the Service via a rental, lease, timesharing, service bureau or other arrangement; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Service, use any tool to enable features or functionalities that are otherwise disabled in the Service, or decompile, disassemble or otherwise reverse engineer the Service, except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Service, prevent access to or use of the Service by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or (vii) otherwise use the Service except as expressly allowed under this section.

  13. Suspicion of Unauthorized or Illegal Use

    We reserve the right to not authorize or settle any transaction you submit that we believe is in violation of this Agreement, any other Stripe agreement, or exposes you, other Stripe users, our processors or Stripe to harm, including but not limited to fraud or other criminal acts. You hereby authorize us to share information with law enforcement about you, your transactions, or your use of the Service if we reasonably suspect that your Stripe account has been used for an unauthorized, illegal, or criminal purpose.

  14. Card Network Rules

    The Networks have established guidelines, bylaws, rules, and/or regulations (“Network Rules”). You are required to comply with all applicable Network Rules that are applicable to merchants. You can review portions of the Network rules at Visa, MasterCard, and American Express (English or French).. The Networks reserve the right to amend the Network Rules. Stripe reserves the right to amend the Agreement at any time with notice to you as necessary to comply with Network Rules or otherwise address changes in the Service.

  15. Disclosures and Notices

    You agree that Stripe can provide disclosures and notices regarding the Service to you by posting such disclosures and notices on our website, emailing them to the email address listed in your Stripe account, or mailing them to the address listed in your Stripe account. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy. Such disclosures and notices shall be considered to be received by you within 24 hours of the time it is posted to our website or emailed to you unless we receive notice that the email was not delivered.

  16. References to Our Relationship

    You agree that, from the time you begin processing payment with Stripe until you terminate your account with us, we may identify you as a customer of Stripe. Neither you nor we will imply any untrue sponsorship, endorsement or affiliation between you and Stripe.

Section B: Getting a Stripe Service Account

  1. Registration

    The Stripe Service is only made available to persons in Canada that operate a business selling goods and services, and the Stripe Service is not made available to persons to accept card payments for personal, family or household purposes. To use Stripe for your business, you will first have to register for Stripe. When you register for Stripe, we will collect basic information including your name, company name, location, email address, GST or QST identification number and phone number. If you have not already done so, you will also be required to provide an email address and password to access Stripe.

    You may choose to register as an individual (sole proprietor) or as a company or other business organization. If you register as a business, you must also provide information about an owner or principal of the business and you must be authorized to act on behalf of the business and have the authority to bind the business to this Agreement. In order to sign up a business to use the Service, you must agree to this Agreement on behalf of the business. If you have so agreed, the term “you” will mean you, the natural person, as well as such business.

  2. Company Descriptions and Site URL

    As part of your registration, you must provide your site URL (e.g. www.mystore.com) and the name under which you do business (which may be the business’s legal name or a “doing business name”) (e.g. MyStore Online Widgets). These two fields may appear in your customers’ credit or debit card statements. To avoid customer confusion and transaction disputes, it is important that you enter a description that clearly identifies your business as well as an accurate site URL. You agree to indemnify us from any costs from disputes due to customers failing to recognize your business name on their statements.

  3. Verification and Underwriting

    To verify your identity, we will require additional information including without limitation your business Tax ID number [Note: Under law, you cannot require a SIN number – you can only ask for it. If a merchant does not provide it, you cannot refuse to provide the service.] and date of birth. We may also ask for additional information to help verify your identity and assess your business risk including business invoices, a driver’s license or other government issued identification, or a business license. We may ask you for financial statements. We may request for your permission to do a physical inspection at your place of business and to examine books and records that pertain to your compliance with this Agreement. Your failure to comply with any of these requests within five (5) days may result in suspension or termination of your Stripe account. You authorize us to retrieve additional information about you from third parties and other identification services. Stripe may use your information to apply for card merchant acquiring accounts on your behalf with certain Card Networks (such as American Express).

    After we have collected and verified all your information, Stripe will review your account and determine if you are eligible to use the Service. Stripe may also share your information with our payment processers, each of which may also make a determination regarding your eligibility. We will notify you once your account has been either approved or deemed ineligible for use of the Service.

    By accepting the terms of this Agreement, you are providing us with authorization to retrieve information about you from and provide information about you to third parties, including but not limited to credit reporting agencies or bureaus and other information providers such as Equifax Canada and TransUnion Canada and you authorize and direct such third parties to compile and provide such information to us. You acknowledge that such information retrieved and provided may include your name, address history, credit history, and other data about you. Stripe may periodically update this information to determine whether you continue to meet our eligibility requirements.

    You agree that Stripe is permitted to contact and share information about you and your application (including whether you are approved or declined), and your Stripe account with our payment processors. This includes sharing information (a) about your transactions for regulatory or compliance purposes, (b) for use in connection with the management and maintenance of the program, (c) to create and update their customer records about you and to assist them in better serving you, and (d) to conduct Stripe’s risk management process.

  4. Stripe Service - Canada

    By registering for Stripe, you confirm that you are either a legal resident of Canada, a Canadian citizen or a business entity authorized to conduct business in every Province and Territory in which you operate. You may not export the Service directly or indirectly. By accepting this Agreement you confirm that you satisfy these requirements and will continue to do so in connection with your use of the Service.

    The Service is controlled and operated from its facilities in the United States and Canada. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States, foreign and local laws and regulations, including but not limited to export and import regulations.

  5. Prohibited Businesses

    There are certain categories of businesses and business practices for which the Stripe Service cannot be used (“Prohibited Businesses”). Most, although not all, of these Prohibited Business categories are imposed by Card Network rules or the requirements of our banking providers or processors. We maintain a list here: Prohibited Businesses. By registering for Stripe, you confirm that you will not use the Service to accept payments in connection with any of the Prohibited Businesses. If you are uncertain as to whether your business is a Prohibited Business, or have questions about how these requirements apply to you, please contact us.

  6. Business Conduct

    You will only accept payments through Stripe for transactions between you and your customer for the bona fide sale of lawful goods or services. You will not solicit or use a cardholder’s Card Data for any purpose other than to process payment for your goods and services. You will comply with all applicable laws, rules, regulations and orders of governments having jurisdiction in connection with your use of the Service.

Section C: Processing Card Transactions and Receiving Your Funds

  1. Processing Card Transactions

    You agree that you will honour all eligible cards presented for payment by your customers for your goods and services in accordance with the Network Rules, this Agreement and any operating guides that we may provide you from time to time. You agree that you will obtain an authorization from the Card Network(s) for each card transaction, as required under the Network Rules, and will not submit a card transaction for settlement where there is a negative authorization or the card is otherwise expired. You acknowledge that the existence of an affirmative authorization from us or the Card Networks does not mean that a particular card transaction will not be subject to Chargeback, Reversal or Claim (each such term as defined in Section D(6) below) at a later date.

    You will not impose any fee or surcharge on a customer that seeks to use an eligible payment card. You will provide a receipt to the customer at the conclusion of the purchase transaction that includes all information required under Network Rules and applicable law.

    You will submit all card transactions for processing no later than three (3) days from the date of authorization. You will maintain appropriate records of all card transactions for a period of at least two (2) years from the date of the transaction.

    You will display all Card Network marks in accordance with the rules and procedures of the Card Networks, and will use such marks only to indicate that you accept their cards for payment.

    Multi-Currency Processing. We may offer you the ability to have funds settled to your bank account in a currency different from the one in which you accepted payment from a customer (“Multi-Currency Processing”). To use this service, you must provide us with a valid bank account for each currency for which you request settlement, based on our list of available settlement currencies. We may add or remove currencies from our list of available settlement currencies at any time. If you use Multi-Currency Processing, we will identify at the time of charge (for example, through our API response), the conversion rate that will apply to the charge. If you refund a charge, the conversion rate that will apply will be the rate in effect at the time of the refund, not the charge. By submitting a charge or refund for processing you will be deemed to have accepted the rate. You may choose not to use the Multi-Currency Processing service at any time. You may also change the bank account information or other settings associated with your use of Multi-Currency Processing, but any such changes will only affect subsequent charges.

  2. Payouts and Transaction History

    You agree that this Agreement is a contract for the advance of credit to you within the meaning of Section 11.01(b) of the Companies’ Creditors Arrangement Act (Canada) and within the meaning of Section 65.1(4)(b) of the Bankruptcy and Insolvency Act (Canada). Subject to the foregoing sentence, we will provide provisional credit to you and direct funds to be paid that have settled from the Card Networks to your specified bank settlement account in the amounts actually received (less our Fees and certain other amounts as defined below) for card transactions submitted to our Service. The payouts will be made to the bank account (“Bank Account”) you provide for in your Stripe account. The Bank Account must be an account located at a bank in Canada and held in your business name. You are responsible for the accuracy and correctness of information regarding your Bank Account. Funds for any given transaction will not be transferred to your Bank Account until the transaction is deemed complete. Transactions will be deemed complete when we have received funds settling from the Card Networks and when we or our processing financial institutions have accepted such funds. The actual timing of the transfers to your Bank Account of the settling funds will be subject to the Payout Schedule as defined below. Notwithstanding the foregoing, you acknowledge that all credits for funds provided to you are provisional and subject to reversal including without limitation if there are adjustments for inaccuracies and errors (including rejects) and Chargebacks, Reversals or Claims in accordance with this Agreement and the Card Network payment rules, whether or not a transaction is charged back by the issuer of the Card or the Cardholder. Accordingly, you authorize us to initiate reversal or adjustment (debit or credit) entries to the Bank Account and to initiate or suspend such entries in accordance with this Agreement as may be necessary to grant or reverse provisional credit for any transaction.

    After each payout of card settlement funds to your Bank Account, we will update information in your Stripe dashboard to reflect settlement. Information regarding your card transactions processed and settled with the Services (“Transaction History”) will be available to you when you login to our website using your Stripe account credentials. We provide a minimum of one year of Transaction History on our website. Except as required by law, you are solely responsible for compiling and retaining permanent records of all transactions and other data associated with your Transaction History and your use of the Service.

  3. Payout Schedule

    Payout schedule refers to the time it takes for us to initiate a transfer to your Bank Account of settlement funds arising from card transactions processed through the Service (“Payout Schedule”). Once your Bank Account information has been reviewed, Stripe will initiate transfer of settlement funds (net of Fees, Chargebacks, Reversals, Claims and other funds owed to us for any reason) in accordance with the Payout Schedule, the terms of which will be made available to you when you login to our website using your Stripe credentials. The settlement funds should normally be credited to your Bank Account within 1-2 days of us initiating the payout. We are not responsible for any action taken by the institution holding your Bank Account that may result in some or all of the funds not being credited to your Bank Account or not being made available to you in your Bank Account. You can contact Stripe to inquire about changing the timing of your Payout Schedule. Upon submitting a request, you will be informed of the process and requirements for Stripe to review your Payout Schedule.

    Stripe and the Designated Bank reserve the right to change the Payout Schedule or suspend payouts to your Bank Account should we determine it is necessary due to pending disputes, excessive or anticipated excessive Chargebacks or refunds, or other suspicious activity associated with your use of the Service or if required by law or court order.

  4. Reconciliations and Errors

    Your Transaction History will be available to you when you login to your Stripe account on our website. Except as required by law, you are solely responsible for reconciling your Transaction History with your actual card payment transactions. You agree to notify us of any discrepancies arising from such reconciliation and verification. We will investigate any reported discrepancies and attempt to rectify any errors that you or we discover. In the event you are owed money as a result of the discrepancy, we will transfer funds to your Bank Account in the next scheduled payout. Your failure to notify us of an error or discrepancy in your Transaction History within sixty (60) days of when it first appears on your Transaction History will be deemed a waiver of any right to amounts owed to you in connection with any such error or discrepancy in processing your card payments.

    If you submit or cause us to process transactions erroneously, you agree to contact us immediately. We will investigate any reported errors and attempt to rectify any errors that you or we discover by crediting or debiting your Bank Account as appropriate. Stripe will only correct transactions that you process incorrectly if and when you notify us of such an error. Your failure to notify us of such a processing error within thirty (30) days of when it first appears on your Transaction History will be deemed a waiver of any right to amounts owed to you.

  5. Refunds and Returns

    By accepting these terms of service, you agree to submit any and all refunds and adjustments for returns of your products and services through the Stripe Service to the cardholder’s card in accordance with the terms of this Agreement and Network Rules. Network Rules require that you will (i) maintain a fair return, cancellation or adjustment policy; (ii) disclose your return or cancellation policy to customers at the time of purchase, (iii) not give cash refunds to a customer in connection with a Card sale, unless required by law, and (iv) not accept cash or any other item of value for preparing a Card sale refund.

    Full refunds must be for the exact dollar amount of the original transaction including tax, handling charges, and other. The refund amount may not exceed the original sale amount except by an amount equal to any reimbursements to customer for postage costs incurred for product returns. Refunds processed though the Stripe Service must be submitted within sixty (60) days of the original transaction but in all cases, within three (3) days of approving the Cardholder refund.

    For processed refunds, Stripe will deduct the refund amount (including any applicable Fees) from (i) settlement funds owed to you from processing of other card transactions, or (ii) funds in any Reserve Account (as defined below). If these funds are not sufficient, you authorize Stripe to initiate a debit entry to your Bank Account in the amount necessary to complete the refund transaction to the Cardholder’s card. In the event Stripe cannot access your Bank Account by means of a debit entry, you agree to pay all funds owed to Stripe upon demand. You are solely responsible for accepting and processing returns of your products and services; Stripe has no responsibility or obligation for processing such returns.

  6. Chargebacks

    A Chargeback (defined below in Section D(6)) is typically caused when a customer disputes a charge that appears on their statement. A Chargeback may result in the reversal of a transaction, with the amount charged back to you. You can be assessed Chargebacks for: (i) customer disputes, (ii) unauthorized or improperly authorized transactions, (iii) transactions that do not comply with Network Rules or the terms of this Agreement or are allegedly unlawful or suspicious, or (iv) any reversals for any reason by the Network, our processor or acquiring bank, or the Cardholder’s card issuing financial institution.

    When a Chargeback is issued, you are immediately liable to Stripe for the full amount of payment of the Chargeback plus any associated Fees, fines, expenses or penalties (including those assessed by the Card Networks or our payment processors). You agree that Stripe may recover these amounts by debiting your Bank Account associated with your Stripe account (using ACH, the mechanisms of the Canadian Payments Association or other method), debiting your Reserve Account, or setting off any amounts owed to you by us. If we are unable to recover funds related to a Chargeback for which you are liable, you will pay us the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including without limitation legal fees and other legal expenses, incurred by or on behalf of us in connection with the collection of any unpaid Chargebacks unpaid by you.

    Further, if we reasonably believe that a Chargeback is likely with respect to any transaction, we may withhold the amount of the potential Chargeback from payments otherwise due to you under this Agreement until such time that: (a) a Chargeback is assessed due to a customer’s complaint, in which case we will retain the funds; (b) the period of time under applicable law or regulation by which the customer may dispute that the transaction has expired; or (c) we determine that a Chargeback on the transaction will not occur.

  7. Contesting your Chargebacks

    You or Stripe may elect to contest Chargebacks assessed to your Bank Account. Stripe may provide you with assistance including notifications and software to help contest your Chargebacks. We do not assume any liability for our role or assistance in contesting Chargebacks.

    You agree to provide us with the necessary information, in a timely manner and at your expense, to investigate or help resolve any Chargeback. You also grant us permission to share records or other information required with the Cardholder, the Cardholder’s financial institution, and your financial institution 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 an irreversible Chargeback being assessed.

    If the Cardholder’s issuing financial institution or the Network does not resolve a dispute in your favor, we may recover the Chargeback amount and any associated fees from you as described in this Agreement.

    We reserve the right, upon notice to you, to charge a fee for mediating or investigating Chargeback disputes.

  8. Excessive Chargebacks

    At any point, Stripe, the Designated Bank(s), the Card Networks, or our payment processor(s) may determine that you are incurring excessive Chargebacks. Excessive Chargebacks may result in additional fees, penalties, or fines. Excessive Chargebacks may also result in additional controls and restrictions to your use of the Stripe Service, including without limitation, (i) changes to the terms of your Reserve Account, (ii) increases to your applicable Fees, (iii) delays in your Payout Schedule, or (iv) possible suspension or termination of your Stripe account and the Service. The Networks may also place additional controls or restrictions as part of their own monitoring programs for merchants with excessive Chargebacks.

  9. Stripe Fees

    You agree to pay the Fees (“Fees”) assessed by us to you for providing the payment services described in this Agreement. These fees will be calculated pursuant to the Fee Schedule linked to and incorporated into this Agreement by reference. We reserve the right to revise our Fees at any time, provided that, with respect to increases in or the introduction of new Fees related to credit card and debit card transactions such increase in or new Fees will be subject to a ninety (90) day notice period to you. For greater certainty, notification is not required for fee changes made in accordance with predeterminations, if any, set out in the Fee Schedule. You are also obligated to pay all taxes and other charges imposed by any governmental authority, including without limitation any goods and services tax, harmonized sales tax and/or provincial or territorial sales tax, on the services provided under this Agreement. If you are tax-exempt, you will provide us with an appropriate certificate or other evidence of tax exemption that is satisfactory to us.

    You acknowledge that you are also responsible for any penalties or fines imposed on Stripe or directly to you by any Network or financial institution as a result of your activities.

  10. Our Collection Rights

    To the extent permitted by law, we may collect any obligations you owe us under this Agreement by deducting the corresponding amounts from the Reserve Account or from funds payable to you arising from the settlement of card transactions. Fees will be assessed at the time a transaction is processed and will be first deducted from the funds received for such transactions. If the settlement amounts or Reserve Account are not sufficient to meet your obligations to us, we may charge or debit the Bank Account or credit card registered in your Stripe account for any amounts owed to us. Your failure to fully pay amounts that you owe us on demand will be a material breach of this Agreement. You will be liable for our costs associated with collection in addition to the amount owed, including without limitation legal fees and expenses, costs of any arbitration or court proceeding, collection agency fees, and any applicable interest.

    Additionally, we may require a personal guarantee from a principal of a business for funds owed under this Agreement. If we require a personal guarantee we will specifically inform you.

  11. Reserves

    Funds held in reserves are amounts of money set aside by Stripe in an account maintained by it to cover Chargebacks, refunds, or other payment obligations under this Agreement (a “Reserve Account”). Stripe, in its sole discretion, will set the terms of the Reserve Account and notify you of such terms, which may require that a certain amount (including the full amount) of the funds received for card transactions we process for you is held for a period of time or that additional amounts are held in Reserve Account. Stripe, in its sole discretion, may elect to change the terms of the Reserve Account at any time for any reason based on your payment processing history or as requested by our payment processors.

    Stripe may fund the Reserve Account by means of: (i) any funds payouts made or due to you for card transactions submitted to the Service, or (ii) amounts available in your Bank Account by means of a debit to that Bank Account, or (iv) other sources of funds associated with your Stripe account; or (iv) requesting that you provide funds to Stripe for deposit to the Reserve Account. You agree you are not entitled to any interest or other compensation associated with the funds held in the Reserve Account, that you have no right to direct that account, that you have no legal interest in those funds or that account and that you may not assign any interest in those funds or that account.

  12. Security Interest

    You grant each of Stripe and the Designated Banks a lien and security interest in (and in Quebec, a hypothec on) the Bank Account and all funds on deposit therein regardless of the source of such funds, any rights you may have in respect of funds on deposit in the Reserve Account regardless of the source of such funds, all Card transactions (including future Card transactions), any rights to receive credits or payments under this Agreement, and all funds, deposits and other property of yours possessed or maintained by us on your behalf. These security interests and liens (and hypothecs) will secure payment and performance of all of your obligations under this Agreement and any other agreements now existing or later entered into between us and you including without limitation your obligation to pay any amounts due and owing to us. The hypothec created pursuant to this Section is granted for the sum of your actual obligation to us, up to fifty million dollars with interest at the rate of ten percent per annum. You will execute, deliver, and pay the fees for any documents we request to create, perfect, maintain and enforce this security interest.

  13. Pre-Authorized Debits (“PADs”)

    You authorize us and our respective vendors and agents to initiate debit and credit entries to the Bank Account, or any other account maintained by you at any institution that is a member of the Canadian Payments Association, all in accordance with this Agreement. You agree that any withdrawal by us and our vendors and agents in accordance with this Agreement are PADs for business purposes, as defined under Rule H1 of the Canadian Payments Association. You hereby waive the right to receive advance notice from us and our vendors and agents of any and all such debits. This authorization will remain in effect after termination of this Agreement and until all of your obligations to us have been paid in full. If you change the Bank Account, this PAD authorization will apply to the new account and you shall provide us in writing such information regarding the new account as we deem necessary. Such new account shall thereafter be and become the “Bank Account” for the purpose of this Agreement. It may take us up to ten (10) business days after receipt of a written notice from you to reflect in our system any change to the Bank Account. If you change the Bank Account, you agree that you are responsible for all costs incurred by us in connection with your decision to change the Bank Account. You may revoke this PAD authorization upon thirty (30) days’ prior written notice to us, but any such revocation shall constitute a material breach of this Agreement. You may obtain a sample cancellation form, as well as further information on your right to cancel a PAD authorization by contacting your financial institution or by visiting www.cdnpay.ca. You have certain recourse rights if any debit does not comply with this PAD Agreement. For example, you have the right to receive reimbursement for any debit that is not authorized or is not consistent with this PAD Agreement. To obtain more information on your recourse rights, you may contact your financial institution or visit www.cdnpay.ca.

Section D: Termination and Other General Legal Terms

  1. Term

    The Agreement is effective upon the date you agree to it (by electronically indicating acceptance) and continues so long as you use the Service or until terminated by Stripe.

  2. Termination

    You may terminate this Agreement by closing your Stripe account at any time by following the instructions on our website in your Account Profile. We may terminate this Agreement and close your Stripe account at any time for any reason effective upon providing you notice in accordance with Section A(15) above. We may suspend your access to the Service and any funds otherwise pending disbursement to you, or terminate this Agreement, if (i) we determine in our sole discretion that you are ineligible for the Service because of the risk associated with your use of Stripe, including without limitation significant credit or fraud risk, or for any other reason; (ii) you do not comply with any of the provisions of this Agreement, or (iii) upon request of Card Network or the a card issuer.

  3. Effects of Termination

    Upon termination and closing of your Stripe account, we will immediately discontinue your access to the Service. You agree to complete all pending transactions, immediately remove all logos for Cards, and stop accepting new transactions through the Service. You will not be refunded the remainder of any fees that you have paid for the Service if your access to or use of the Service is terminated or suspended. Any funds in our custody will be paid out to you subject to the terms of your payout schedule.

    Termination does not relieve you of your obligations as defined in this Agreement and Stripe may elect to continue to hold any funds deemed necessary pending resolution of any other terms or obligations defined in this Agreement, including but not limited to Chargebacks, Fees, refunds, or other investigations or proceedings.

    Upon termination you agree: (i) to immediately cease your use of the Service, (ii) discontinue use of any Stripe trademarks and to immediately remove any Stripe references and logos from your Site or other trademarks, (iii) to continue to be bound by this Agreement, (iv) that the license granted under this Agreement shall end, (v) that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers, and (e) we will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Service, or any termination or suspension of the Service or deletion of your information or account data.

    At any time within thirty (30) days after terminating your Stripe account you may request in writing that we transfer Card Data associated with your Transaction History to an alternative PCI-DSS Level 1 certified payment processor that you identify to us. We will use commercially reasonable efforts to complete such transfer within ten (10) business days from receipt of your written request.

  4. Your License

    Stripe grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Service solely to accept and receive payments and to manage the funds you so receive. The Service includes our website, any software, programs, documentation, tools, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) thereto provided to you by Stripe. You will be entitled to download updates to the Service, subject to any additional terms made known to you at that time, when Stripe makes these updates available.

    We may also periodically make available certain Stripe logos, trademarks or other identifiers for your use. If we do so, you will use them subject to and in accordance with Stripe’s then current trademark usage guidelines.

  5. Ownership

    The Service is licensed and not sold. We reserve all rights not expressly granted to you in this Agreement. The Service is protected by copyright, trade secret and other intellectual or industrial property laws. We own the title, copyright and other worldwide Intellectual Property Rights (as defined below) in the Service and all copies of the Service. This Agreement does not grant you any rights to our trademarks or service marks.

    For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual or industrial property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any province, state, country, territory or other jurisdiction.

    You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Stripe under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Stripe does not waive any rights to use similar or related ideas previously known to Stripe, or developed by its employees, or obtained from sources other than you.

  6. Your Liability

    You are responsible for all Reversals, Chargebacks, Claims, fines, fees, penalties and other liability arising out of or relating to your breach of this Agreement, and/or your use of the Service. You agree to reimburse your customer, Stripe, the Designated Bank and any third party specified by Stripe or the Designated Bank (each, a “Disclaiming Entity”) for any and all such liability. “Chargeback” means a request that a buyer customer files directly with his or her card company or card issuing financial institution to invalidate a processed payment. “Claim” means a challenge to a payment that you or a buyer customer files directly with Stripe. “Reversal” means Stripe reverses the settlement of funds from a processed card transaction that you received because (a) the card transaction is invalidated by the card issuer, (b) the settlement funds were sent to you in error by (i) Stripe; (ii) the Designated Bank, processors, suppliers or licensors of Stripe; or (iii) any of the respective affiliates, agents, directors and employees of any of the entities listed in (i) or (ii) above, (c) the sender of the payment did not have authorization to send the payment (for example: the buyer used a card that did not belong to the buyer), (d) you received the payment for activities that violated this Agreement or any other Stripe agreement, or (e) Stripe decided a Claim against you.

    Stripe will have the final decision-making authority with respect to Claims, including without limitation claims for refunds for purchased items that are filed with Stripe by you or your customers. You will be required to reimburse Stripe for your liability. Your liability will include the full purchase price of the item plus the original shipping cost (and in some cases you may not receive the item back). You will not receive a refund of any fees paid to Stripe.

    Without limiting the foregoing, you agree to defend, indemnify, and hold harmless Stripe, the Designated Banks and each of our respective employees and agents (collectively “Disclaiming Entities”) 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, and/or (ii) your use of the Service, including without limitation any Reversals, Chargebacks, Claims, fines, fees, penalties and attorneys fees; (iii) your, or your employee’s or agent’s, negligence or willful misconduct; or (iv) third party indemnity obligations we incur as a direct or indirect result of your acts or omissions (including indemnification of any Card Network or Issuer).

    If you are liable for any amounts owed to Stripe, Stripe may immediately remove such amounts from your Reserve Account and deduct the amounts owed to Stripe from such Reserve Account funds. If you do not have sufficient funds in the Reserve Account to cover your liability, you will be required to immediately add funds additional funds to your Reserve Account to cover funds owed to Stripe. If you do not do so, Stripe may engage in collections efforts to recover such amounts from you at your cost and expense.

  7. Representation and Warranties

    You represent and warrant to us that: (a) if you are a natural person, you are at least eighteen (18) years of age or, if you are under eighteen (18) years of age, you’ve obtained the consent of your parent or legal guardian to your execution of this Agreement and use of the Stripe Services in the manner prescribed by Stripe; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (c) the name identified by you when you registered is your name or business name under which you sell goods and services; (d) any sales transaction submitted by you will represent a bona fide sale by you; (e) any sales transactions submitted by you will accurately describe the goods and/or services sold and delivered to a purchaser; (f) you will fulfill all of your obligations to each customer for which you submit a transaction and will resolve any consumer dispute or complaint directly with the purchaser; (g) you and all transactions initiated by you will comply with all federal, provincial, territorial, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations; (h) except in the ordinary course of business, no sales transaction submitted by you through the Service will represent a sale to any principal, partner, proprietor, or owner of your entity; (i) you will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service.

  8. No Warranties

    THE SERVICE AND ALL ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. USE OF THE SERVICE IS AT YOUR OWN RISK.

    NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE SERVICE OR FROM (I) STRIPE; (II) THE DESIGNATED BANK, PROCESSORS, SUPPLIERS OR LICENSORS OF STRIPE; OR (III) ANY OF THE DISCLAIMING ENTITIES, WILL CREATE ANY WARRANTY. YOU SPECIFICALLY ACKNOWLEDGE THAT THE DISCLAIMING ENTITIES HAVE NO CONTROL OVER THE PRODUCTS OR SERVICES THAT ARE PAID FOR WITH THE SERVICES, AND NEITHER STRIPE NOR ANY OF THE OTHER DISCLAIMING ENTITIES CAN ENSURE THAT YOUR CUSTOMER WILL COMPLETE A TRANSACTION OR IS AUTHORIZED TO DO SO.

    WITHOUT LIMITING THE FOREGOING, THE DISCLAIMING ENTITIES DO NOT WARRANT THAT THE INFORMATION THEY PROVIDE OR THAT IS PROVIDED THROUGH THE SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, THAT THE SERVICE WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY SUBJECT MATTER DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. THE DISCLAIMING ENTITIES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT HOW LONG WILL BE NEEDED TO COMPLETE THE PROCESSING OF A TRANSACTION.

    THE DISCLAIMING ENTITIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND NEITHER STRIPE NOR ANY OTHER DISCLAIMING ENTITY WILL BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

  9. Limitation of Liability and Damages

    IN NO EVENT SHALL A DISCLAIMING ENTITY (AS DEFINED IN SECTION 8 ABOVE) BE LIABLE FOR ANY 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. UNDER NO CIRCUMSTANCES WILL ANY OF THE DISCLAIMING ENTITIES BE RESPONSIBLE FOR 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.

    THE DISCLAIMING ENTITIES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (B) ANY UNAUTHORIZED ACCESS TO OR USE OF SERVERS USED IN CONNECTION WITH THE SERVICES AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (C) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (D) ANY SOFTWARE BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE; (E) ANY ERRORS, INACCURACIES OR OMISSIONS IN ANY CONTENT OR INFORMATION, FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR INFORMATION, IN EACH CASE POSTED, EMAILED, STORED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (F) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

    WITHOUT LIMITING THE FOREGOING PROVISIONS OF THS SECTION 9, THE DISCLAIMING ENTITIES’ CUMULATIVE LIABILITY TO YOU SHALL BE LIMITED TO DIRECT DAMAGES AND IN ALL EVENTS SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF FEES PAID BY YOU TO STRIPE 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 STRIPE HAS 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. Disputes; Choice of Law; Jurisdiction and Venue

    You agree that any disputes arising out of or relating to this Agreement or the Service shall be resolved in accordance with this Section 10.

    This Agreement will be governed by the laws of the Province of British Columbia, Canada and the federal laws of Canada applicable in such Province except for the hypothec created pursuant to Section C(12) above (the “Québec Hypothec”) which will be governed by and construed in accordance with the laws of the Province of Québec and the federal laws of Canada applicable in the Province of Québec (in each case without regard to its choice of law provisions to the contrary). The parties agree that all performances and transactions under this Agreement will be deemed to have occurred in the Province of British Columbia and that your entry into and performance of your obligations under this Agreement will be deemed to be the transaction of business within the Province of British Columbia. Accordingly, each party hereby consents and attorns to the exclusive jurisdiction and venue of the Courts located in the Province of British Columbia, and to venue within Vancouver, British Columbia, with regard to disputes arising under or in connection with this Agreement and any action or proceeding relating to or arising from the Agreement (other than collection actions by us relating to amounts owed by you under this Agreement). You and we hereby jointly and severally waive any and all right to trial by jury in any action or proceeding relating to this Agreement. You and we each represents to the other that this waiver is knowingly, willingly and voluntarily given.

    Headings are included for convenience only, and shall not be considered in interpreting this Agreement. The Agreement does not limit any rights that we may have under trade secret, copyright, patent or other laws. Our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.

  11. Right to Amend

    We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Service or software with notice that we in our sole discretion deem to be reasonable in the circumstances, including such notice on our website at http://www.stripe.com or any other website maintained or owned by us for the purposes of providing services in terms of this Agreement. Any use of the Service or software after our publication of any such changes shall constitute your acceptance of this Agreement as modified.

  12. Assignment

    This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent, but may be assigned by us without consent or other restriction.

  13. Change of Business

    You agree to give us at least 30 days’ prior notification of your intent to change your current product or services types, your trade name or the manner in which you accept payment. You will immediately notify us of any voluntary or involuntary bankruptcy proceeding, petition, receivership, insolvency, or similar action or proceeding initiated by or against you or any of your principals. You will include us on the list and matrix of creditors as filed with any bankruptcy, commercial or civil court, whether or not a claim may exist at the time of filing (any of the foregoing, a “Bankruptcy Proceeding”). Failure to do so will be cause for immediate termination of this Agreement and shall allow the pursuit of any other action available to us under applicable Network Rules or law. You agree that this Agreement is a contract for the advance of credit to you within the meaning of Section 11.01(b) of the Companies’ Creditors Arrangement Act (Canada) and within the meaning of Section 65.1(4)(b) of the Bankruptcy and Insolvency Act (Canada) and cannot be assigned by you in the event of a Bankruptcy Proceeding relating to you. You hereby acknowledge but that for the agreement in the immediately preceding sentence, we would not have entered into this Agreement. You also agree to promptly notify us of any adverse change in your financial condition, any planned or anticipated liquidation or substantial change in the basic nature of your business, any transfer or sale of 25% or more of your total assets or any change in the control or ownership of you or your parent entity. You will also notify us of any judgment, writ, warrant of attachment, execution or levy against 25% or more of your total assets not later than three days after you obtain knowledge of it.

  14. Parties

    This Agreement binds you and your respective heirs, representatives, and permitted and approved successors (including those by merger and acquisition) or any permitted assigns.

  15. You may be offered services, products and promotions provided by third parties and not by us. If you decide to use these services, you will be responsible for reviewing and understanding the terms and conditions associated with these services. You agree that we are not responsible for the performance of these services. The Stripe website may contain links to third party websites as a convenience to you. The inclusion of any website link does imply an approval, endorsement, recommendation by us. You agree that you access any such website at your own risk, and that the site is not governed by the terms and conditions contained in this Agreement. We expressly disclaim any liability for these websites. Please remember that when you use a link to go from our website to another website, our Privacy Policy is no longer in effect. Your browsing and interaction on any other website, including those that have a link on our website, is subject to that website’s own rules and policies.

  16. Force Majeure

    No party will be liable for delays in processing or other nonperformance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, nonperformance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this section will affect or excuse your liabilities and obligations under Section D.6, including without limitation for Reversals, Chargebacks, Claims, fines, fees, refunds or unfulfilled products and services.

  17. Entire Agreement; Remedies

    These terms and conditions and all policies and procedures that are incorporated herein by reference constitute the entire agreement between you and Stripe with respect to the provision of the Service. In the event of a conflict between this Agreement and any other Stripe agreement or policy, this Agreement shall prevail on the subject matter of this Agreement. Except as expressly provided in this Agreement, these terms describe the entire liability of Stripe and our vendors and suppliers (including processors) and sets forth your exclusive remedies with respect to the Service and your access and use of the Service. If any provision of this Agreement (or portion thereof) is held to be invalid or unenforceable under applicable law, then it shall 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. This Agreement has been reviewed by you with the benefit of independent legal counsel to the extent you consider necessary and any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to the construction or interpretation of this Agreement. The rights conferred upon us in this Agreement are not intended to be exclusive of each other or of any other rights and remedies we may have at law or in equity. Rather, each and every right we may have under this Agreement, at law or in equity is cumulative and concurrent and in addition to every other right.

  18. Survival

    In addition to any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement, the following sections of this Agreement survive and remain in effect in accordance with their terms upon the termination of this Agreement: Sections A(3), A(11) C(4), C(5),C(6),C(9), C(10),C(11), C(12), C(13), D(3), D(5), D(6), D(8), D(9), D(10), D(17) and D(18).

  19. Designated Bank Disclosure

    WFFC’s mailing address is 55 Standish Court, Suite 400, Mississauga, ON L5R. FDLCC’s mailing address is 2630 Skymark Ave., Suite 400, Mississaugua, Ontario, L4W 5A4. The Designated Banks each disclose that: (a) it is the only party to this Agreement who is approved to extend acceptance of MasterCard or Visa products directly to you; (b) it must be a principal to this Agreement; (c) it is responsible for educating you on pertinent Visa and MasterCard rules with which you must comply, but this information may be provided to you by Stripe; (d) it is responsible for and must provide settlement funds to you for transactions settled to it; and (e) it is responsible for all funds held by it in reserve that are derived from settlement.

  20. Language

    The parties hereby acknowledge that they have required this Agreement and all related documents to be drawn up in the English language. Les parties reconnaissent avoir demandé que le présent contrat ainsi que tous les documents qui s’y rattachent soient rédigés en langue anglaise.

Installing Applications on your Stripe Account

These terms only apply to you if you authorize another application to connect to your Stripe account.

By authorizing another application to link to your Stripe account, you agree to be bound by these Stripe Connect User Terms as well as the Stripe Terms of Service. You specifically agree as follows:

  1. Application Permissions

By authorizing an application to link to your Stripe account (a “Partner Application”) you are authorizing Stripe to permit the Partner Application to (a) access your Stripe account data, (b) create charges and customers in your Stripe account, and (c) deduct amounts (for example, fees and charges) from the amount that would otherwise be payable to you from transactions occurring in connection with the Partner Application (“Partner Fees”). Any Partner Fees will be in addition to Stripe’s own fees and charges.

  1. Duration

Once you have authorized a Partner Application it will continue to have access to your Stripe account and be authorized as described in these Stripe Connect User Terms until you specifically withdraw your authorization by changing the settings in your Stripe account dashboard.