This Commercial Card Program Agreement (“Card Agreement”) is a legal agreement between Stripe, Inc. (“Stripe”), Issuer (defined below), and you (defined below). This Card Agreement sets out the terms under which you may use commercial cards issued through, and generally participate in, the Program (as defined below).
As used in this Card Agreement, “we”, “us” and “our” collectively refers to Issuer and Stripe. Stripe is Issuer’s program manager and is responsible for managing your Account and servicing Cards on Issuer’s (and if applicable, Platform’s) behalf. As applicable, “you” and “your” refers to: (a) Platform for purposes of the sections that apply to Platforms and (b) Company for purposes of the sections that apply to Companies. You will be one or more of the foregoing, depending on the Platform Services you use. If you use Virtual Cards, additional terms may apply.
Subject to this Agreement, you may authorize employees and other persons to use Cards to make business-purposes purchases and other Card Transactions on your behalf (“Authorized Users”). You must appoint a person to manage your participation in the Program (an “Administrator”), including managing how Authorized Users may use the Cards.
The following Sections 1 – 11 apply to Company and Platform. Section 12 applies only to Platform. Sections 13-17 apply to Company, Platform and Authorized Users. You must ensure that your Authorized Users comply with Sections 13-17.
“Account” means either the Company Account, Platform Account or Card Account. “Account Data” means personal or business information that Company and Platform provide to Stripe to determine your eligibility for an Account, to establish the Deposit amount, or to otherwise permit Stripe to provide the Program to you and to fulfill its responsibilities to Issuer. “Account Statement” means a report detailing Card Transactions, and amounts owed or credited to your Account. “Acquired Transaction” means a customer purchase or payment to you processed by Stripe through the Payment Processing Services. “Acquiring Receivables” means the receivables owed to you by Stripe or another party. Involved in the Payment Processing Services under an Acquired Transaction. “Administrator” is defined in the introduction to this Card Agreement. “Affiliate” means an entity that directly or indirectly controls, is controlled by or is under common control with another entity. “Authorized User” is defined in the introduction to this Card Agreement. “Bank Account” means the bank account designated by you for payment of amounts indicated on your Account Statement. “Card” means a commercial card provided by Issuer and through which a Cardholder or 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, if applicable, the branding of your Platform. “Card Account” means an account created for a Card under the Company Account. A separate Card Account is created for each Card. “Card Limits” means any limitation on the use of a Card (including but not limited to: MCC codes; merchant limitations; time-bound limits; geographic limits), as may apply to an individual Card, or across multiple Cards. “Card Network” means the payment card network operated by Visa or Mastercard. “Card Network Rules” means the operating rules and regulations of the Visa or Mastercard payment networks. “Card Printer” means a third-party that Stripe retains in order to provide Card printing services. “Card Transaction” means a request initiated by you to make a payment with a Card to a merchant for the purchase of goods and services. “Charge” means the payment for a Card Transaction using a Card over the Card Network. “Company” means the entity that has qualified for and established a Company Account and one or more Card Accounts. “Company 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 Card Transaction histories, and (d) inform you of fees and payments you owe. “Data” used without a modifier means all Personal Data, Account Data and Program Data. “Deposit” means a cash deposit used to secure your performance of all payment obligations under this Card Agreement in an amount as set forth below. “Design Requirements” is defined in Section 4 below. “IP” means all copyrights, patents, trademarks, trade secrets, moral rights and other intellectual property and proprietary rights. “Issuer” means the Card Network principal issuing member(s) that participates in the Program, currently Regions Bank, an Alabama FDIC-insured state bank. “Law” means all laws, rules and regulations applicable to your use of the Program Services. “Mastercard” means MasterCard Incorporated. “Payment Processing Services” are services that you may use to accept payments from your customers for Acquired Transactions, perform other financial transactions, manage subscriptions, and perform transaction reporting, and include services provided in partnership with acquiring banks, and are governed by the Stripe Services Agreement. “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 Program. “Platform” means a platform that Stripe has authorized to offer you access to the Program Services. “Platform Account” means an account provided by Stripe, used by Platform to issue Cards for Companies and Authorized Users. “Program” means the program through which the Issuer issues Cards to Company for use by its Authorized Users under this Card Agreement. “Program Data” means information associated with eligibility criteria, Accounts, the Card Accounts, Cards (including CVVs and PINs), Administrators, Authorized Users, Charges, 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 Company Data. “Program Services” means the Accounts, Cards, Charges and payment processing for the Cards, Account Statements, and all other services provided to you by us in connection with the Program. “Spending Limit” means the maximum aggregate daily amount available to Authorized Users for Charges on all Cards issued to you. ** “Stripe Platform”** means Stripe’s proprietary Card payment processing and program management technology. “Stripe Services Agreement” means the agreement between Stripe and Company found on [Stripe’s Website] (https://stripe.com/us/legal) which sets forth additional terms for the and use of the Payment Processing Services and other Stripe services. “Virtual Cards” or “VCC” means a virtual account number issued by Issuer and assigned to a Company Account that may be used by Company or Authorized User to conduct Card Transactions. “Visa” means Visa International, Incorporated.
2. Opening an Account.
2.1 Registration. You represent and warrant that you are acting on behalf of a commercial enterprise or bona fide charitable organization, and you agree that all Accounts are for business purposes only. You must provide information identifying your company and its beneficial owners, and other information we require, when opening your Account, and you agree to keep this information current. You acknowledge that Stripe may share this information with Issuer. You represent and warrant that you are not currently and will not become subject to a U.S. Office of Foreign Asset Control (“OFAC”) list, or any Law or other government agency list that prohibits or limits us from providing Cards to you or from otherwise conducting business with you. Until you have submitted, and we have reviewed and approved, all required information, your Account will be available to you on a preliminary basis only, and we may terminate it at any time and for any reason.
2.2 Business Representative. You and the person creating your Account (your “Representative”) individually affirm to Stripe that (i) your Representative is authorized to provide the information described in this Section 2 on your behalf and to bind you to this Card Agreement and (ii) your Representative is an executive officer, senior manager or otherwise has significant responsibility for the control, management or direction of your business. We may require you or your Representative to provide additional information or documentation demonstrating your Representative’s authority. Without the express written consent of Stripe, neither you nor your Representative may register or attempt to register for an Account on behalf of a user that Stripe previously terminated from use of the Program. If you are a sole proprietor, you and your Representative also affirm that your Representative is personally responsible and liable for your use of the Program.
2.3 Validation. At any time during the term of this Card Agreement and your use of the Program, we may require additional information from you to verify beneficial ownership or control of the business, validate information you provided, verify you or your Representative’s identity, and assess the risk associated with your business. This additional information may include business invoices, copies of government-issued identification, business licenses, or other information related to your business, its beneficial owners or principals. Your failure to provide this information or material may result in suspension of termination of your Account. You authorize us to retrieve information about you from our service providers and other third parties, including credit reporting agencies and information bureaus and you authorize and direct such third parties to compile and provide such information to us. You acknowledge that this may include your name, addresses, credit history, and other data about you or your Representative. You acknowledge that we may use your information to verify any other information you provide to us, and that any information we collect may affect our assessment of your overall risk to our business. You acknowledge that in some cases, such information may lead to suspension or termination of your Account. Stripe may periodically update this information as part of our underwriting criteria and risk analysis procedures.
2.4 Changes to Your Business, Keeping your Account Current. You agree to keep the information in your Account current. You must promptly update your Account with any changes affecting you, the nature of your business activities, your Representatives, beneficial owners, principals, or any other pertinent information. We may suspend your Account or terminate this Card Agreement if you fail to keep this information current. You also agree to promptly notify us in writing no more than three days after any of the following occur: you are the subject of any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, or similar action (any of the foregoing, a “Bankruptcy Proceeding”); there is an adverse change in your financial condition; there is a planned or anticipated liquidation or substantial change in the basic nature of your business; you transfer or sell 25% or more of your total assets, or there is any change in the control or ownership of your business or parent entity; or you receive a judgment, writ or warrant of attachment or execution, lien or levy against 25% or more of your total assets.
3. Use of the Program.
3.1 Administrators. As part of the Program, Stripe will establish a commercial card account with Issuer on your behalf, containing sub-accounts for each Card issued to you and Authorized Users. Each Card is issued by Issuer, under a license from the applicable Card Network. Company must appoint a person to administer your use of the Program, which will include 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 Card Agreement, and for ensuring that the Administrator and each Authorized User comply with the terms of this Card Agreement. You are solely responsible for any actions Administrators take on your behalf. We make resources and documentation available to you on the Program through the current versions of Stripe’s support pages, API documentation, and other pages found at https://stripe.com/docs (collectively, “Documentation”).
3.2 API and Dashboard. Stripe has developed and provides access to the API that may be used to access the Program. You may use the API solely as described in the Documentation. You may manage your Account and enable additional features through the Stripe dashboard (“Dashboard”). You may not use the API for any purpose, function, or feature not described in the Documentation or otherwise communicated to you by us. Due to the nature of the Program, we will update the API and Documentation from time to time, and may add or remove functionality. We will provide you Notice in the event of material changes, deprecations, or removal of functionality from the API so that you may continue using the Program with minimum interruption.
We will make API keys available to you through the Dashboard. You are responsible for securing your API keys – do not publish or share them with any unauthorized persons. Failure to secure your API keys will increase the likelihood of fraud on your Account and potential losses to you. You should contact us immediately if you become aware of any unauthorized use of your API key or any other breach of security regarding the Program. We provide more details on proper use of API keys in the Documentation.
3.3 Restricted Activities. You may not use the Program to facilitate illegal Card Transactions or to permit others to use the Program for personal, family or household purposes. In addition, you may not allow, and may not allow others to: (a) access or attempt to access non-public Stripe systems, programs, data, or services; (b) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Program, Documentation, or our website except as expressly permitted by Laws; (c) act as service bureau or pass-through agent for the Program with no added value to Customers; (d) transfer any rights granted to you under this Card Agreement; (e) work around any of the technical limitations of the Program or enable functionality that is disabled or prohibited; (f) reverse engineer or attempt to reverse engineer the Program except as expressly permitted by Laws; (g) perform or attempt to perform any actions that would interfere with the normal operation of the Program or affect use of the Program by our other users; or (h) impose an unreasonable or disproportionately large load on the Program.
4. Card Orders.
4.1 Card orders. You must submit to Stripe an initial Card order request via the Stripe Platform, unless you access the Program through a Platform, in which case, Platform will submit the Card order to Stripe on your behalf. Stripe will procure Cards based upon information contained in the Card order request. The Cards will be your or Platform’s design subject to our approval and bearing both the Card Network brand and your logo or design. At your expense, Stripe will (i) procure and ship Cards to the address that you specify, (ii) re-distribute replacements of Cards reported lost, stolen or damaged, and (iii) provide Program materials to you.
4.2 Requesting Cards and Activation. Administrators may request additional Cards be issued to Authorized Users through your Account. Only Authorized Users may initiate Charges on Cards. Cards must be activated prior to use. We will provide activation instructions to you, your Administrators and Authorized Users, either directly to you or through the Platform (if applicable), or with delivery of physical Cards. You must ensure that each Authorized User accepts the applicable terms of this Card Agreement before activating a Card.
4.3 Approval of Card Designs. All card designs, including logos, artwork and written disclosures for physical cards, must be submitted for review and approval prior to distribution. Upon receipt of your submission, Stripe will review for consistency with this Card Agreement, Network Rules, Law and reputational considerations (collectively, the “Design Requirements”). In the event that Stripe cannot approve a proposed card design, Stripe will provide guidance on modifications necessary to comply with the Design Requirements. All proposed card designs must comply with requirements established by the Card Network on which the card is issued. Please see the appropriate Card Network’s website for further information.
4.4 Marks on Cards. If you elect to place your design, name, logo and other service marks (“Marks”) on the Cards, you confirm that you have all rights necessary for the content you submit. You may not include in your Marks any trademarks or service marks that are not federally registered to you or your affiliates with the United States Patent and Trademark Office. You hereby grant to us a fully paid up, worldwide, non-exclusive, license to use your Marks on Cards and any other materials we provide that bear your Marks, and to freely assign our right to use your Marks under this Section to our Card Printer. This license is irrevocable during the term of this Card Agreement. You represent and warrant during the term of this Card Agreement that your Marks will not infringe, misappropriate, or otherwise violate any third-party IP Rights. Upon assignment, your representation and warranty, and related indemnification obligations to Stripe under this Card Agreement will extend to our Card Printer.
4.5 Authorized User Servicing. You will handle all inquiries regarding: (i) Card usage, (ii) lost, damage or stolen Cards, and (iii) all other inquiries from Authorized Users. You agree to handle such inquiries in accordance with Law, including state and federal standards prohibiting unfair or deceptive acts or practices. Unless otherwise agreed to by Stripe, you may not outsource your obligations under this Section to any third party. Notwithstanding anything to the contrary in this Agreement, you agree to indemnify Stripe and Issuer for any claims brought by an Authorized User or other party due to your handling of inquiries.
5. Additional Program Terms.
5.1 Deposit. Depending on the type of Card Account you have, you may be required to provide and maintain a Deposit with Issuer in the amount indicated in your Account, the amount of which will be determined by us in our sole discretion, and will never be less than the Spending Limit. If applicable, you understand that the Account will not be activated for use until Issuer has received the Deposit. If you default or otherwise fail to pay any amount owed under this Card Agreement, you authorize us to use, without notice or demand, the Deposit to satisfy that 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 at any time require you to increase the Deposit amount, and you will pay the amount of the increase within one business day. Stripe will return the amount of any Deposit funds to you upon: (a) termination of the Account, (b) return or destruction of all Cards issued to you, (c) full performance of your payment obligations to us and/or (iv) from time to time at your request and Stripe’s discretion, when the amount of funds on Deposit exceeds your then-outstanding payment obligations to us. You authorize us to electronically debit your designated Bank Account via the Automated Clearinghouse Network in an amount sufficient to maintain the Deposit at all times, and on a recurring basis. You will provide your authorization and Bank Account information in the Account. Amounts debited from the Bank Account will be available for allocation to Card Accounts generally within one 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 a delay. You should take into account the possibility of any such delays when establishing the Spending Limit.
5.2 Account Statements and Payment for Deposit Accounts. You must pay all Charges, and all fees and penalties incurred as a result of using Cards for Charges. These amounts will be reflected on your Account Statement. You authorize us to debit amounts you owe us for Charges and as reflected on each Account Statement from your Deposit. On the Account Statement due date, 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 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 Charges that exceed the remaining Deposit amount using the Cards until 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 that you designate on your Account at any time, however, we are not responsible for any fees or losses you suffer that result in erroneous account information, or due to the timing of the change.
5.3 Assignment of Acquiring Receivables. If you do not maintain a Deposit or if your account balance is zero, you must sell Acquiring Receivables to Stripe in order to fund Card Transactions through the Program. If you do not, then we will suspend your use of the Cards or close your Account. Each time you conduct a Card Transaction that is linked to Acquiring Receivables, you irrevocably sell and convey to Stripe, without recourse, all of your right, title and interest in and to the Acquiring Receivables (and any future Acquiring Receivables that may be created) in an amount equal to the Card Transaction plus a fee; except that this assignment will not relieve you of any of your payment obligations or other liabilities related to an Acquired Transaction under the Stripe Services Agreement. In exchange for the Acquiring Receivables and a fee, Stripe will make the proceeds from the sale available to your Card Accounts for use on Card Transactions. We will deduct the fees for Card Transactions from the Card Network interchange fees associated with the Card Transaction. In order to satisfy your delivery of the Acquiring Receivables, Stripe may offset, deduct, or transfer funds Stripe holds in any settlement account, reserve account or other account held by Stripe on your behalf under the Stripe Services Agreement. If Stripe is unable to collect the proceeds of the Acquiring Receivables for any reason, you will immediately wire the amount of the uncollected Acquiring Receivables to Stripe at your expense. Stripe may suspend Card Transactions, or terminate this Card Agreement immediately if the Stripe Services Agreement is suspended or terminated for any reason, or if Stripe is unable to collect any amount owed to Stripe under this Section 5.3.
5.4 Fees and Penalties. Stripe will provide the Program to you at the rates and for the fees described on the Pricing Page. We may change fees or penalties by providing you advance notice before revisions become applicable to you. In addition to the fees, you are also responsible for any penalties imposed on you or Stripe in relation to your Account or your Authorized Users’ Card Accounts (which, if you are a Platform, includes your Company Accounts). 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. All fees or penalties you owe are in addition to amounts owed for Charges on the Account.
5.5 Reporting Errors or Disputing Charges. If you believe a Charge was made in error or was unauthorized (a “Disputed Charge”), 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 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 Account. Notices for Disputed Charges must specify your details, details about the Authorized User, details about the Card 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 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 fees or other penalties 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 Account. By accepting this Card 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 Account.
5.6 Card Security and Responsibility for 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 Card Transactions on Cards issued to you. If you or an Authorized User (and if you are a Platform, a Company) 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 Account and each Card Account, and you agree to notify us immediately as instructed in your Account of any loss, theft or unauthorized use of the Company Account or any Card. You understand that you are liable for the unauthorized use of the Accounts and Cards to the fullest extent permitted by Law. You are liable for all Card Transactions on the Accounts, unless: (a) the Card Transaction is successfully disputed through the Card Network transaction dispute process; or (b) an unauthorized Card Transaction occurs after Stripe has been successfully notified via the Stripe Platform that the applicable Card has been lost, stolen or compromised. You will be liable to Stripe for any fees, charges, costs, amounts, expenses or other Losses that result from your or your Authorized Users’ (and if you are a Platform, your Company’s) actions or inactions.
5.7 Default; Failure to Pay; Collections. We may determine that your Account is in default if you (a) breach this Card 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 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 Card Agreement. Subject to Law, you agree that we have the right to set-off or recoup any amount you owe on an Account or any claim we have related to this Card Agreement against or from your Deposit. You agree Stripe may exercise its rights under this Card Agreement against any Stripe Accounts you maintain with Stripe under the Stripe Services Agreement.
5.8 Reserve. For Acquiring Receivables Card Accounts, Stripe reserves the right to require you to deposit and maintain a cash reserve in an amount determined by Stripe if you (or if you are a Platform, a Company): (a) breaches any payment or other financial obligation regarding funds owed to Stripe under this Card Agreement or the Stripe Services Agreement; (b) is likely to experience insolvency or declare bankruptcy, (c) violates Law or the Card Network Rules, or (d) takes action likely to prevent Stripe from meeting its financial obligations to Issuer or the Card Networks.
5.9 Closing Your Account. We may refuse to authorize any Charge or may close or suspend any Card or Account in our sole discretion and without notice to you. We may condition the reactivation of suspended Cards or an Account upon payment of amounts owed or, if applicable, replenishment of the Deposit as set forth in Section 5.1, 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 your Account or any Card Account by providing notice to us through your Account. You must pay all amounts owed under this Card Agreement prior to closure of the Account.
6. Data Protection and Security.
6.1 Data Protection. You affirm that you are now and will continue to be compliant with all Laws governing the privacy, protection, and your use of Data that you provide to us or access through your use of the Program. You also affirm that you have obtained all necessary rights and consents under Laws to disclose to Stripe – or allow Stripe to collect, use, retain, and disclose – any Personal Data that you provide to us or authorize us to collect, including Data that we may collect directly from Authorized Users. As may be required by Law and in connection with this Card Agreement, you are solely responsible for disclosing to Authorized Users that Stripe may receive Personal Data from you. Additionally, where required by Law or Card Network Rules, we may delete or disconnect an Authorized User’s Personal Data from your Account when requested to do so by the Authorized User.
If we become aware of an unauthorized acquisition, disclosure or loss of Personal Data on our systems, we will notify you consistent with our obligations under Law. We will also notify you and provide you sufficient information regarding the unauthorized acquisition, disclosure or loss to help you mitigate any negative impact on the Authorized User.
6.2 Program Data. You agree that Program Data belongs to us, and you may not use it for any purpose unrelated to your use of the Accounts, Cards, Statements, and Charges without our express written consent. You may not disclose Program Data to others except in connection with processing Card Transactions and consistent with Laws and Card Network Rules.
6.3 Stripe’s Security. Stripe is responsible for protecting the security of Data in our possession. We will maintain commercially reasonable administrative, technical, and physical procedures to protect Account Data and Personal Data stored in our servers from unauthorized access, accidental loss, modification, or breach, and we will comply with Laws and Card Network Rules when we handle Account Data and Personal Data. However, no security system is impenetrable and we cannot guarantee that unauthorized parties will never be able to defeat our security measures or misuse any Data in our possession. You provide Account Data and Personal Data to Stripe with the understanding that any security measures we provide may not be appropriate or adequate for your business, and you agree to implement Security Controls (as defined below) and any additional controls that meet your specific requirements. In our sole discretion, we may take any action, including suspension of your Account, to maintain the integrity and security of the Program or Data, or to prevent harm to you, us, Authorized Users, or others. You waive any right to make a claim against us for losses you incur that may result from such actions.
6.4 Your Security. You are solely responsible for the security of any Data on your website, your servers, in your possession, or that you are otherwise authorized to access or handle. You will comply with Laws and Card Network Rules when handling or maintaining Data, and will provide evidence of your compliance to us upon our request. If you do not provide evidence of such compliance to our satisfaction, we may suspend your Account or terminate this Card Agreement. You are responsible for assessing the security requirements of your business, and selecting and implementing security procedures and controls (“Security Controls”) appropriate to mitigate your exposure to security incidents. We may provide Security Controls as part of the Program, or suggest that you implement specific Security Controls. However, your responsibility for securing your business is not diminished by any Security Controls that we provide or suggest, and if you believe that the Security Controls we provide are insufficient, then you must separately implement additional controls that meet your requirements. You may review some of the details of our Security Controls on our website.
6.5 PCI Compliance. Virtual card details should be accessed from the Stripe dashboard only. Should you use the API to retrieve card details, or if virtual card information is exported from the dashboard, you must store details in an encrypted manner. You may be considered a Service Provider (as defined in the PCI-DSS) if you are generating virtual cards on behalf of others, such as your users. Service Providers must achieve and maintain PCI-DSS compliance.
If you are generating virtual cards for your own use, or for others in your organization to use, your organization may not be required to attain PCI-DSS compliance for issuing activity. Though Visa does not require organizations to obtain PCI-DSS compliance in this case, you are responsible for securely storing virtual card details. Unauthorized transactions on virtual cards may not have dispute rights in certain circumstances.
All businesses that accept payments have PCI-DSS obligations. If you accept payments through Stripe, you can read more about your PCI-DSS obligations here. PCI-DSS obligations from payment acceptance, whether through Stripe or another Payment Processor, are in addition to any requirements for Issuing.
6.6 Right to Audit. If we believe that a security breach, leak, loss, or compromise of Data has occurred on your systems, website, or app affecting your compliance with this Card Agreement, we may require you to permit a third-party auditor approved by us to conduct a security audit of your systems and facilities, and you must fully cooperate with any requests for information or assistance that the auditor makes to you as part of the security audit. The auditor will issue a report to us which we may share with Issuer.
7. Ownership, Trademark Grant & Marketing Guidelines.
7.1 Ownership. As between the parties, Stripe owns all right, title and interest, including all IP Rights, in and to the Program, the Stripe Platform, the Stripe website, the Stripe trademarks and all other services Stripe offers.
7.2 Trademark Grant (General). Company and Platform grant to Stripe, and Stripe grants to Company and Platform, a nonexclusive, non-transferable (other than in accordance with Section 4.4), revocable, worldwide, royalty-free right during the term of this Card Agreement to use the granting party’s name and trademark to identify you as a user of the Program, including on Stripe’s customer page on Stripe’s website. When using Stripe’s trademarks, Company and Platform will comply with Stripe’s trademark usage agreement. All goodwill generated from the use of the granting party’s name and trademark will inure to the benefit of the granting party.
Unless clearly stated elsewhere in this Card Agreement, we make no express or implied representations or warranties regarding the Program, including warranties of merchantability, suitability or fitness for a particular purpose, title to, non-infringement of any technology or intellectual property we provide, and any warranties arising from course of dealing, course of performance or trade usage. We specifically disclaim all representations and warranties that the Account, the Program, or the services any third party provides in connection with this Card 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.
9. Limitation of Liability.
Under no circumstances will we be responsible or liable to you for any indirect, punitive, incidental, special, consequential, lost profits, data loss or exemplary damages resulting from your use or inability to use the Account or Cards, or for the unavailability of the Program ; or for lost profits, personal injury, or property damage, or for any other damages arising out of, in connection with, or relating to this Card Agreement or your use of the Cards, even if these damages are foreseeable, and whether or not you have been advised of the possibility of these damages. We are not liable, and deny responsibility, for damages, harm, or losses to you arising from or relating to hacking, tampering, or other unauthorized access or use of the Cards, your 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 Account inconsistent with this Card Agreement, or the instructions or other information we provide with your Account; (b) any unauthorized access of servers, infrastructure, or Program Data used in connection with the Program; (c) interruptions to or cessation of the Program; (d) any bugs, viruses, or other harmful code that may be transmitted to or through the Program; (e) any errors, inaccuracies, omissions, or losses in or to any Account Data provided to us; (f) 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 Card Agreement to your direct and documented damages; and you further agree that under no circumstances will that liability exceed in the aggregate the greater of: (y) the amount of fees you paid to us during the three-month period immediately preceding the event that gave rise to your claim for damages; and (z) $100. 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 legal theory or basis.
You will, at your own expense, hold harmless, defend, and indemnify us and our Affiliates from and against all losses, damages, liabilities, costs, charges, reasonable attorneys’ fees, judgments, fines, court costs and expenses, amounts paid in settlement, and all other liabilities of any kind (collectively, “Losses”) 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 arising out of, or related to: (a) your breach of any obligation, representation, warranty or covenant in this Card Agreement; (b) any actual or alleged infringement, violation, or misappropriation of a third party’s IP Rights; (c) gross negligence, fraud or intentional misconduct; or (d) violation of Law.
11. Governing Law and Dispute Resolution.
11.1. Binding Arbitration. In the event that there is a dispute, claim or controversy (each, a “Claim”) arising out of or relating to (a) statutory or common law claims, or (b) the breach, termination, enforcement, interpretation or validity of any provision of this Card Agreement, or (c) the determination of the scope or applicability of your agreement to arbitrate any dispute, claim or controversy originating from this Card Agreement, but specifically excluding any dispute principally related to a party’s intellectual property (which will be resolved in litigation before the United States District Court for the Northern District of California), the Claim will be determined by arbitration in Birmingham, Alabama before a single arbitrator. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules. The Expedited Procedures of the American Arbitration Association’s Commercial Arbitration Rules will apply for cases in which no disclosed claim or counterclaim exceeds $75,000 (exclusive of interest, attorneys’ fees and arbitration fees and costs). Where no party’s claim exceeds $25,000 (exclusive of interest, attorneys’ fees and arbitration fees and costs), and in other cases in which the parties agree, Section E-6 of the Expedited Procedures of the American Arbitration Association’s Commercial Arbitration Rules will apply. The arbitrator will apply the substantive law of the State of Alabama, exclusive of its conflict or choice of law rules. If the American Arbitration Association is no longer in business, or refuses or declines to administer any dispute between the parties brought before it, either party may petition the United States District Court for the Northern District of Alabama to appoint the arbitrator. Nothing in this paragraph will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The parties acknowledge that this Card Agreement evidences a transaction involving interstate commerce. Notwithstanding the provisions in this paragraph referencing applicable substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) will govern any arbitration conducted pursuant to the terms of this Card Agreement. Any party may commence arbitration by providing to the American Arbitration Association and the other parties to the dispute a written demand for arbitration, setting forth the subject of the dispute and the relief requested.
11.2. Service of Process. Each party hereby irrevocably and unconditionally consents to service of process through personal service at their corporate headquarters or registered address Nothing in this Card Agreement will affect the right of any party to serve process in any other manner permitted by Law.
11.3. Class Waiver. To the fullest extent permitted by Law, each party agrees that any dispute arising out of or in connection with this Card Agreement, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Card Agreement or any of the transactions contemplated under this Card Agreement.
11.4. Provision of an Award. Subject to the limitations of liability identified in this Card Agreement, the appointed arbitrators may award monetary damages and any other remedies allowed by the laws of the State of Alabama. In making a determination, the arbitrator will not have the authority to modify any term or provision of this Card Agreement. The arbitrator will deliver a reasoned written decision with respect to the dispute (the “Award”) to each party, who will promptly act in accordance with the Award. Any Award (including interim or final remedies) may be confirmed in or enforced by a state or federal court located in Birmingham, Alabama. The decision of the arbitrator will be final and binding on the parties, and will not be subject to appeal or review.
11.5. Fees. Each party will advance one-half of the fees and expenses of the arbitrators, the costs of the attendance of the arbitration reporter at the arbitration hearing, and the costs of the arbitration facility. In any arbitration arising out of or related to this Card Agreement, the arbitrators will award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defenses on which it prevails, and any opposing awards of costs and legal fees awards will be offset.
11.6. Confidentiality. The parties will maintain the confidential nature of the arbitration proceeding, the hearing and the Award, except (a) as may be necessary to prepare for or conduct the arbitration hearing on the merits, (b) in connection with a court application as contemplated above for a preliminary remedy, or confirmation of an Award or its enforcement, (c) a party’s disclosure of the Award in confidential settlement negotiations, or (d) as otherwise required by Law. The parties, witnesses, and arbitrator will treat as confidential and will not disclose to any third party (other than witnesses or experts) any documentary or other evidence produced in any arbitration, except as required by Law or except if the evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.
11.7. Conflict of Rules. In the case of a conflict between the provisions of this Section 11 and the rules governing arbitration identified in Section 11.1, the provisions of this Section 11 will prevail. If any provision of this Card Agreement to arbitrate is held invalid or unenforceable, it will be so held to the minimum extent required by Law and all the other provisions will remain valid and enforceable.
The following Section 12 applies only to Platforms.
12. Platform’s Obligations.
Platform may use the Program to permit its Companies to procure Cards for distribution to Authorized Users. Platform must ensure that each Company agrees to the relevant terms of this Card Agreement prior to using the Program and activating a Card. Platform will provide proof as required by Stripe that such agreements exist and have been entered into between the Company and Stripe in accordance with this section. Stripe may require Platform to alter the acceptance process for the Card Agreement if Stripe believes, acting reasonably, that Platform’s existing process does not create a binding agreement between Stripe and each Company. Stripe, on behalf of Issuer, may review any fees Platform charges its Companies in connection with the Program for compliance with Card Network Rules and Law.
The following Sections 13-17 apply to Companies and Platforms, and any respective Authorized Users. Company or Platform (as the case may be) will ensure that Authorized Users comply with the terms of these Sections 13-17.
13. Card Terms.
13.1 Card Usage Terms. Authorized Users may only use Cards for bona fide business purchases, for valid and lawful purposes, and must not use Cards for personal, family or household purposes, or for cash advances or withdrawals. All Cards remain Issuer’s property and must be returned to us upon request. We may cancel, revoke, repossess or restrict the use of any or all Cards at any time. We may decline to authorize or reverse Charges, and we may suspend Cards, for any reason including violation of this Card Agreement, suspected fraud, or creditworthiness issues. 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 Card Transaction.
13.2 Declined Card Transactions. We reserve the right to decline Card Transactions with prohibited merchants. When an Authorized User uses a Card (or Card number) to initiate a Card Transaction at a hotel, restaurant, gas station, rental car company, or another merchant 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 Card Transaction amount. The funds subject to the hold will not be available to Authorized User for any other purpose until the hold is released.
13.3 Card Security. Authorized Users are responsible for securing Cards, account numbers and Card security features (including the CVV and PIN).
13.4 Spending Limit. Prior to activating your Account, Administrators may establish a Spending Limit, and where desired, Card Limits. Administrators may also establish limitations on the types of merchants with whom Authorized Users may enter into Card Transactions, or other authorization controls as the Stripe Platform permits. We may establish and adjust the Spending Limit or Card Limit for your Account, Cards or Charges at 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 Account or Cards, or both.
13.5 Card Limits. We may prevent Cards from functioning outside the United States. In the event that Cards are used to make international Charges, Issuer will convert into U.S. Dollar the Charges made in a currency other than U.S. Dollar. We will select exchange rates from a range of exchange rates available on the date the Charges are cleared over the applicable Card Network; therefore, the exchange rate of the Charge may vary from the exchange rate at the time of the Card Transaction.
13.6 Card Account Holds. We may decline Card Transactions with prohibited merchants or place a hold on available funds in the Card Account for certain Card Transactions, or both. When 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.
14. Program Requirements and Restricted Activities.
14.1 Compliance with Law. You must engage in the Program in a lawful manner, and must obey all Laws. As applicable, this may include compliance with domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Laws relevant to Card Transactions.
14.2 Restricted Businesses and Activities. You may not use the Program to enable any person (including you) to benefit from any activities Stripe has identified as a restricted business or activity (collectively, “Restricted Businesses”). Restricted Businesses include use of the Program in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by OFAC.
15. Data Privacy.
16. Account Support.
Stripe will provide you with support to resolve general issues relating to your Account and your use of the Program. This support includes resources and Documentation that we make available to you through the current versions of Stripe’s support pages, API documentation, and other pages on [Stripe’s website] (https://stripe.com/). The most efficient way to get answers to your questions is to review our Documentation. If you still have questions after reviewing the Documentation, please contact us.
17.1 Entire Agreement. This Card Agreement constitutes the complete understanding of you and us with respect to the Program and supersedes all prior understandings, arrangements, or agreements, whether written or oral, regarding the Program.
17.2 Cumulative Rights, Construction, Waiver. Our rights and remedies under this Card Agreement are cumulative, and we may enforce any of our rights or remedies under this Agreement, along with all other rights and remedies available to us at Law, in equity or under the Card Network Rules. No provision of this Card Agreement will be construed against any party on the basis of that party being the drafter. Unless expressly stated otherwise, the use of the term “including” or “such as” is not to be interpreted as limiting the generality of the text preceding the term. No waiver by any party of any breach of any provision of this Card 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 Card Agreement. We do not waive our rights by delaying or failing to exercise them at any time.
17.3 Severability. If any provision of this Card Agreement is determined by any court or governmental authority to be invalid, illegal, or unenforceable, this Card Agreement will be enforced as if the unenforceable provision were not present and any partially valid and enforceable provision will be enforced to the extent that it is enforceable.
17.4 Assignment. We may transfer, sell, or assign the Accounts, Cards, this Card Agreement or any other rights or obligations under this Card Agreement without providing you notice. You may not transfer, sell, or assign your Account, Cards, this Card Agreement or any of your obligations under this Card Agreement to another person or entity without Stripe’s prior written consent. Any assignment in violation of the foregoing will be null and void from the beginning.
17.5 Force Majeure. Neither party will be liable for any delays in processing or other nonperformance caused by telecommunications, utility, failures, or equipment failures; labor strife, riots, war, or terrorist attacks; nonperformance of our vendors or suppliers, fires or acts of nature; or any other event over which the respective party has no reasonable control.
17.6 Updates to this Card Agreement. We may prospectively add to, delete, or amend this Card Agreement at any time. We reserve the right, subject to 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 Card Agreement on the Stripe Legal Page or by delivering notice of changes to you electronically, and your continued use of the Program will constitute acceptance of any these amended or new terms.
17.7 Additional Services. From time to time, we may offer you additional features or services that may be subject to additional or different terms of service. Examples of additional services are Payment Processing Services. You may not use these additional services unless you agree to the applicable agreement or terms for those services, as may be found on the Stripe legal page.
We may also provide you access to services identified as “beta” or pre-release services. You understand that these services are still in development, may contain bugs or errors, may be feature incomplete, may materially change prior to a full commercial launch, or may never be released commercially. We provide beta services AS IS, and without warranty of any kind, and your use of, or reliance on beta services is at your own risk.
17.8 No Agency; Third-Party Services. Except as expressly stated in this Card Agreement, nothing in this Card Agreement serves to establish a partnership, joint venture, or other agency relationship between you and us, or with Issuer. Each party to this Card Agreement is an independent contractor.
All provisions of this Agreement that give rise to a party’s ongoing obligation will survive termination of this Agreement, including Sections 4.4 (“Marks on Cards”), 4.5 (“Authorized User Servicing”), 5.3 (“Assignment of Acquiring Receivables”), 5.6 (“Card Security and Responsibility for Charges”), 5.7 (“Default; Failure to Pay; Collections”), 5.8 (“Reserve”), 6.2 (“Program Data”), 6.3 (“Stripe’s Security”), 6.6 (“Right to Audit”), 8 (“Disclaimer”), 9 (“Limitation of Liability”), 10 (“Indemnification”), 11 (“Governing Law and Dispute Resolution”), 14 (“Program Requirements and Restricted Activities”), 17.1 (“Entire Agreement”), 17.2 (“Cumulative Rights, Construction, Waiver”), 17.5 (“Force Majure”), 17.8 (“No Agency; Third-Party Services”), and 18 (“Survival”); and any related terms in the Agreement.