Stripe Issuing: Commercial Card Program Agreement Public Beta

Last Updated: June 21, 2018

This agreement (“Agreement”) sets out the terms under which you may use commercial credit cards issued through the Program (as defined below).

This Agreement is between you, Stripe, and Issuer. If you access the Program via a third-party platform that has been authorized by Stripe to offer access to the Program (a “Program Participant”), then the Program Participant is also a party to this Agreement. As used in this Agreement, “we”, “us” or “our” refers to Issuer and Stripe, as Issuer’s program manager. Except as indicated to the contrary, “You” and “Your” refers to the entity that has qualified for and established a Program User Account and one or more Card Account(s).

Subject to this Agreement, you may authorize employees and other authorized persons to use the Cards to transact on your behalf (“Authorized Users”). You must appoint a person to manage your participation in the Program, including managing how Authorized Users use Cards (an “Administrator”). You are responsible for notifying your Administrator and Authorized Users of their authority and obligations under this Agreement, and for ensuring that the Administrator and each Authorized User complies with the terms of this Agreement. You must ensure that each Authorized User accepts this Agreement (other than Section 12) prior to activating a Card.

1. Definitions.

Account” means either your Program User Account or Card Account.

Account Statement” means a report detailing Transactions, and amounts owed or credited to your Program User Account.

Bank Account” means the bank account designated by you for payment of amounts indicated on your Account Statement.

Card” means a commercial credit card issued by Issuer through which an Authorized User can make purchases in connection with a Card Account. Cards may either be a physical card embossed with a 16-digit number or a virtual card represented by a 16-digit account number. Physical cards may display your branding, or the branding of your Program Participant.

Card Account” means a sub-account of the Program User Account. A separate Card Account is created for each Card.

Card Limits” means the maximum amounts available for Charges. A Card Limit may apply to an individual Card, or across multiple Cards.

Card Network” means the payments card network operated by Visa, Inc. Visa is a registered trademark of Visa, Inc. Each Card is issued by Issuer, pursuant to a license from Visa, Inc.

Charge” means the payment for a Transaction using a Card over the Card Network.

Deposit” means cash deposit used to secure performance of all your payment obligations under this Agreement in an amount established as set forth in Section 12.3 below.

Disputed Charge” means a Charge that you report as erroneous or unauthorized.

Issuer” means the Card Network principal issuing member(s) that participates in the Program, currently Regions Bank, an Alabama FDIC-insured state bank.

Personal Data” means information that identifies a specific living person (not a company, legal entity, or machine) and is transmitted to or accessible through the Services.

Principal Owner” means (1) each individual, if any, who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, owns 25 percent or more of the equity interests of the legal entity and (2) one individual with significant responsibility for managing the legal entity listed above, such as an executive officer or senior manager (e.g., Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing Member, General Partner, President, Vice President, Treasurer); or any other individual who regularly performs similar functions.

Program” means the program through which the Issuer issues Cards to you for use by your Authorized Users.

Program Data” means information associated with Program eligibility criteria, Program User Accounts, the Card Accounts, Cards (including CVVs and PINs), Administrators, Authorized Users, Charges, Program User Account access credentials, Statements, records, regulatory compliance data, and any other information we use or generate to provide the Program Services to you, but does not include Personal Data or Program User Data.

Program Services” means the Program User Account, Card Accounts, Cards, Charge and payment processing for the Cards, Account Statements, and all other services provided to you by us in connection with the Program.

Program User Account” means the account for which you may request the issuance of Cards, and includes the records we maintain to (a) account for the value of the funds available for Charges on Cards, (b) establish Card Accounts, (c) provide Transaction histories, and (d) inform you of fees and payments you owe.

Program User Data” means proprietary or confidential information provided to Stripe to determine eligibility for a Program User Account, to establish the Deposit amount, or to otherwise permit Stripe to provide the Program Services to you and to fulfill its responsibilities to Issuer.

Spending Limit” means the maximum aggregate daily amount available to Authorized Users for Charges on all Cards issued to you.

Stripe” refers to Stripe, Inc., a Delaware corporation that is the program manager responsible for managing your Account and servicing Cards on behalf of Issuer and Program Participant.

Transaction” means the agreement between you and a merchant for the purchase of goods and services.

2. Opening an Account.

You represent that you are a commercial business enterprise, and you agree that the Accounts are for business purposes only. You must provide information identifying your company and its beneficial owners, and other information required by us when opening your Account, and you agree to keep such information current. You acknowledge that Stripe may share this information with the Issuer. You represent and covenant that you are not currently and will not become subject to a U.S. Office of Foreign Asset Control (“OFAC”) list, or any law, regulation, or other list of any government agency that prohibits or limits us from providing Cards to you or from otherwise conducting business with you.

3. Data Protection and Privacy.

We will only use Program User Data and Personal Data as required to provide the Services to you, to fulfill our obligations to regulatory authorities, or as otherwise disclosed in the Stripe Privacy Policy. Protection of Program User Data and Personal Data is very important to us. The Stripe Privacy Policy explains how and for what purposes we collect, use, retain, disclose, and safeguard the Program User Data and Personal Data you provide to us. You agree to review the terms of the Stripe Privacy Policy, which we update from time to time, and which forms part of this Agreement. You agree that Program Data belongs to us, and you may not use it for any purpose unrelated to your use of the Program User Account, Card Accounts, Cards, Statements, and Charges without our express written consent.

4. Notices and Communications.

You consent to accept notices and communications under this Agreement electronically and understand this has the same legal effect as a physical signature. We may send notices to your Account or to the email addresses or phone numbers maintained in the Account. You agree to keep all contact information in your Account current. Notices are considered received 24 hours after we deliver them to you. You are responsible for costs issued by internet or mobile service providers for sending or receiving these notices. You understand that acceptance of electronic notices is required under this Agreement and that you may only withdraw this consent by closing the Program User Account.

5. Disclaimer.

Unless clearly stated elsewhere in this Agreement, we make no express or implied representations or warranties regarding the Program Services, including warranties of merchantability, suitability or fitness for a particular purpose, title to and non-infringement of any technology or intellectual property provided by us, and any warranties arising from course of dealing, course of performance or trade usage. We specifically disclaim any representation or warranty that the Account, the Program Services, or the services of any third party provided in connection with this Agreement, will be error-free or uninterrupted, or that they will be compatible with, or operate in, any computer operating system, network or system configuration, or any other environment.

6. Limitation of Liability.

Under no circumstances will we be responsible or liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages resulting from your use or inability to use the Program User Account or Cards, or for the unavailability of the computer systems we use to provide the Services to you; or for lost profits, personal injury, or property damage, or for any other damages arising out of, in connection with, or relating to this Agreement or your use of the Cards, even if such damages are foreseeable, and whether or not you have been advised of the possibility of such damages. We are not liable, and deny responsibility for, any damages, harm, or losses to you arising from or relating to hacking, tampering, or other unauthorized access or use of the Cards, your Program User Account, or your failure to use or implement anti-fraud measures, security controls, or any other data security measures. We further deny responsibility for all liability and damages to you or others caused by (a) your access or use of the Program User Account inconsistent with this Agreement, or the instructions or other information we provide you with your Program User Account; (b) any unauthorized access of servers, infrastructure, or Program Data used in connection with the Program Services; (c) interruptions to or cessation of the Program Services; (d) any bugs, viruses, or other harmful code that may be transmitted to or through the Program Services; (e) any errors, inaccuracies, omissions, or losses in or to any Program User Data provided to us; (f) third-party content provided by you; or (g) the defamatory, offensive, or illegal conduct of others. You agree to limit any additional liability not disclaimed or denied by us under this Agreement to your direct and documented damages; and you further agree that under no circumstances will any such liability exceed in the aggregate the amount of fees paid by you to us during the three-month period immediately preceding the event that gave rise to your claim for damages. These limitations on our liability to you will apply regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis.

7. Indemnification.

You will, at your own expense, hold harmless, defend, protect, and indemnify us from and against all losses, claims, breaches, suits, damages, liabilities, costs, charges, reasonable attorneys’ fees, judgments, fines, court costs and expenses, amounts paid in settlement, and all other liabilities of every nature, kind, and description regardless of the form of action or legal theory incurred by us, related to any action or threatened action, suit, claim, proceeding or regulatory action, regardless of merit brought by any third party against us caused or incurred by, resulting from, arising out of, or related to your: (a) material breach of any obligation, representation, warranty or covenant in this Agreement; (b) any actual or alleged infringement, violation, or misappropriation of a third party’s intellectual property or proprietary rights; (c) gross negligence, fraud or intentional misconduct; or (d) violation of applicable law.

8. Governing Law and Dispute Resolution.

Alabama state and federal law govern this Agreement, the Account, and use of Cards, and apply without regard to Alabama’s conflict of laws principles. The “Dispute resolution; Agreement to Arbitrate” provision of the Stripe Services Agreement is incorporated into this Agreement by reference, and applies to all disputes, claims and controversies between you and us that arise out of or relate to this Agreement.

9. Miscellaneous.

This agreement constitutes the complete understanding of you, us and, if applicable, Program Participant, with respect to the Program and supersedes all prior understandings, arrangements, or agreements, whether written or oral, regarding the Program. No waiver by either party of any breach of any provision of this agreement to be performed by a party will be construed as a waiver of any succeeding breach of the same or any other provision of this Agreement. If any provision of this Agreement is declared invalid, illegal, or unenforceable, the validity of the remaining provisions will not be affected. We may transfer, sell, or assign the Accounts, Cards, this Agreement, or any other rights or obligations under this Agreement without providing you notice. You may not transfer, sell, or assign an Account, Cards, this Agreement or any obligations under this Agreement to another person or entity. Any assignment in violation of the foregoing will be null and void from the beginning. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be deemed to be modified to the minimum extent necessary to make it valid and enforceable and the rest of this Agreement will not be affected. We do not waive our rights by delaying or failing to exercise them at any time. We may prospectively add to, delete, or amend this Agreement at any time. We reserve the right, subject to applicable law, to deliver to you any notice of changes to existing terms or the addition of new terms by posting an updated version of this Agreement on the Stripe Legal Page at the link https://www.stripe.com/card-program/legal (or successor site) or by delivering notice of changes to you electronically, and your continued use of the Cards will constitute acceptance of any such amendments and additions.

10. Contact Information for Customer Service.

Administrators and Authorized Users may reach customer service by contacting us online.

11. Additional Terms specifically directed to Authorized Users.

11.1 Card Usage Terms. Authorized Users may only use Cards for bona fide business purchases, for valid and lawful purposes, and may not use Cards for personal, family or household purposes, or for cash advances or withdrawals. All Cards remain the property of the Issuer and must be returned upon request. Issuer may cancel, revoke, repossess or restrict the use of the Cards at any time. We may decline to authorize or reverse Charges or suspend Cards for any reason including violation of this Agreement, suspected fraud, or creditworthiness. We are not responsible for losses resulting from declined or reversed Charges. Merchants typically accept all Card Network-branded Cards; however, we are not responsible and will have no liability if a merchant refuses to honor a Card or accept a Transaction.

11.2 Declined Transactions. We reserve the right to decline Transactions with prohibited merchants. When an Authorized User uses a Card or Card number to initiate a Transaction at hotels, restaurants, gas stations, rental car companies, and certain other merchants where the final Charge is unknown at the time of authorization, a hold may be placed on the available funds in the Card Account for an amount equal to or in excess of the final Transaction amount. The funds subject to the hold will not be available to Authorized User for any other purpose the hold is released.

11.3 Card Security. Authorized Users are responsible for securing Cards, account numbers and Card security features (including the CVV and PIN).

12. Additional Program Terms.

12.1 Requesting Cards and Activation. Administrators may request Cards to issue to Authorized Users through your Program User Account. You are solely responsible for any actions Administrators take on your behalf. Only Administrators will be allowed to make changes to the Program User Account. Only persons authorized by Administrators may initiate Charges on issued Cards. Cards must be activated prior to use. We will provide activation instructions to you, your Administrators and Authorized Users, either directly or through the Program Participant, or with delivery of physical Cards.

12.2 Spending Limit and Card Account Holds. Prior to activation of your Program User Account, Administrators may establish a Spending Limit, and where desired, Card Limits through your Program User Account. Administrators may also establish limitations on the types of merchants with whom Authorized Users may enter into Transactions. We may establish and adjust the Spending Limit for your Program User Account, Cards or Charges in our sole discretion at any time. Charges will reduce the total Spending Limit and any Charges in excess of the Spending Limit will be declined. We may restrict the maximum amount of any particular Charge and the number of Charges allowed for your Program User Account or Cards. We reserve the right to decline Transactions with prohibited merchants and/or place a hold on available funds in the Card Account for certain Transactions (as described further in Section 11.2 above). Where a hold is placed on a Card Account, the funds subject to the hold will not be available to you until the hold is released.

12.3. Deposit. You are required to provide and maintain a Deposit with Issuer in the amount indicated in your Program User Account, which such Deposit amount will be determined by us in our sole discretion, and which at no time will be less than the Spending Limit. You understand that the Program User Account will not be activated for use until Issuer has received the Deposit. In the event you default or otherwise fail to perform any obligation owed to us, you authorize us to use, without notice or demand, the Deposit to satisfy any such default or unpaid obligation. You represent that the Deposit is made in the ordinary course of your business, and that the Deposit is not a transfer made on account of any prior debt to us. Your payment and our acceptance of the Deposit does not create a trust relationship between you and us. You authorize Issuer to commingle the Deposit with other Issuer funds. We may also require an increase to the Deposit amount at any time that exceeds the Spending Limit established by you, and you will pay the amount of any such increase within one (1) Business Day. Stripe will return the amount of any Deposit funds to you upon: (i) termination of the Program User Account, (ii) return or destruction of all Cards issued to you, and (iii) full performance by you of your payment obligations to us. You authorize us to electronically debit your designated Bank Account via the Automated Clearinghouse Network (“ACH”) in amount sufficient to maintain the Deposit at all times, and on a recurring basis. You will provide such authorization and Bank Account information in the Program User Account. Amounts debited from the Bank Account will be available for allocation to Card Accounts generally within one (1) business day from the date we debit your Bank Account; however, we cannot guarantee that Issuer will receive the funds in a timely manner and we will not be liable to you if Charges are declined for insufficient funds due to any such delay. You should take into account the possibility of any such delays when establishing the Spending Limit.

12.4. Account Statements and Payment. You must pay all Charges made on Card Accounts and Cards, and all fees or penalties incurred through use of Cards for such Charges. These amounts will be reflected on your Account Statement made available to you through your Program User Account. You authorize us to debit funds you owe us from your Deposit to pay for Charges and all other amounts reflected on each Account Statement. On the due date of each Account Statement, we will initiate a debit from your Bank Account to pay the amount indicated on the Account Statement which such amount will be sufficient to replenish the Deposit amount. The exact time that the Bank Account will be debited for the amount charged to your Program User Account may vary, depending on the processing capabilities of the bank at which the Bank Account exists. If insufficient funds are available in the Bank Account to replenish the Deposit at the time the debit is initiated, you will not be able to make any further Charges in excess of the remaining Deposit amount using the Cards until such time as the Deposit is fully replenished. Furthermore, you may be assessed late payment fees, and late interest fees related to the insufficient funds transaction. You may change your Bank Account using your Program User Account at any time, however, we are not responsible for any fees or losses you suffer that result from erroneous account information provided by you, or due to the timing of the change.

12.5. Program User Account and Card Fees. We will disclose fees and penalties associated with the Program User Account and Cards before you open a Program User Account. Fees and penalties may include periodic fees, foreign Transaction fees, penalties for misuse, funds transfer fees, account maintenance fees, Card issuance or replacement, and penalties for late or failed payments. We may change fees or penalties by providing you 30 days’ notice. All fees or penalties owed are in addition to amounts owed for Charges on the Account. We reserve the right to prevent Cards from functioning outside the United States. In the event that Cards are used to make international Charges, Issuer will convert the Charges you make in a currency other than USD into USD. We will select exchange rates from a range of exchange rates available on the date the Charges are cleared over the Card Network; therefore, the exchange rate of the Charge may vary from the exchange rate at the time of the Transaction.

12.6. Reporting Errors or Disputing Charges. If you believe a Charge was made in error or was unauthorized, or if you believe the Account Statement contains any errors, please contact Stripe. You must report any Disputed Charge or error no more than 60 days after the Disputed Charge posted to the Program User Account. The Card Network does not accept, and we will not process any Disputed Charges reported more than 60 days after the Disputed Charge or error posted to your Program User Account. Notices for Disputed Charges must specify your details, details about the Authorized User, details about the Transaction, and an explanation of your belief that the Disputed Charge was made in error or was unauthorized. We will review the information you submit in a commercially reasonable manner. The Program User Account is commercial in nature and, thus, the Electronic Funds Transfer Act (EFTA), Regulation E, and other Card-related consumer protection laws do not apply to Disputed Charges. To avoid late fees or late interest Charges and possible Spend Limit problems, you should pay the Disputed Charge while we determine the validity of the dispute. In the event the dispute is deemed valid, we will credit the Disputed Charge amount back to your Program User Account. By accepting this Agreement, you assign and transfer to Issuer any rights and claims, excluding tort claims, that you may have against any merchant for any Disputed Charge fully or partially credited to the Program User Account.

12.7. Card Security and Responsibility for Unauthorized Charges. You are responsible for securing Cards, account numbers and Card security features (including the CVV and PIN). You are responsible for Charges, fees and penalties resulting from any Authorized User’s failure to exercise reasonable care in safeguarding Cards from loss or theft, failure to promptly report loss or theft, and for all other Transactions on Cards issued to you. If you or an Authorized User uses or allows someone else to use the Card or Card Account for any other purpose, you will be responsible for such use and may be required to reimburse us and the Card Network for all amounts or expenses paid by such entities as a result of such use. You understand that it is your responsibility to monitor any suspicious or unauthorized activities on the Program User Account and each Card Account, and you agree to notify us immediately as instructed in your Program User Account of any loss, theft or unauthorized use of the Program User Account or any Card. You understand that you are liable for the unauthorized use of the Program User Account and Cards to the fullest extent permitted by applicable law.

12.8. Default, Failure to Pay and Collections. We may determine that your Program User Account is in default if you (a) breach this Agreement, do not pay amounts owed when due, or file for dissolution or bankruptcy; (b) open or maintain an Account using inaccurate or false information; or (c) pose an unacceptable regulatory, reputational, or financial risk. If we determine that the Program User Account is in, or is likely to be in default, we may reduce your Spending Limit, may cease to authorize Charges, may refuse to issue new Cards, and/or may deem all amounts you owe immediately due. You will pay any legal fees we incur and all other reasonable costs we incur while collecting amounts owed by you under this Agreement. Subject to applicable law, you agree that we have the right to set-off or recoup any amount you owe on the Program User Account or any claim we have related to this Agreement against or from your Deposit.

12.9. Closing Your Account. We may refuse to authorize any Charge or may close or suspend any Card or your Program User Account in our sole discretion and without notice to you. We may condition the reactivation of suspended Cards or the Program User Account upon payment of amounts owed or replenishment of the Deposit as set forth in Section 12.3; or may require you to provide financial and other information reasonably necessary to comply with legal or regulatory requirements, and our risk policies. You may close the Program User Account or any Card Account by providing notice to us through the Program User Account. You must pay all amounts owed under this Agreement prior to closure of the Account.

12.10 Program User Marks. If Program User elects to place Program User’s name, logo and other service marks (“Program User Marks”) on the Cards, Program User hereby grants a fully paid up, worldwide, non-exclusive, revocable license to us to use Program User Marks on Cards and any other materials we provide that bear Program User Marks. Program User represents, warrants and covenants that it has, and during the Term will retain, title to and ownership of the Program User Marks.