Last modified: July 17, 2026
This BNPL In-Store Signage Program Reimbursement Agreement ("Agreement") is entered into by the Stripe entity (“Stripe”) and the BNPL Provider entity (“BNPL Provider”) identified in the BNPL In-Store Signage Program Reimbursement Order Form (“Order Form”). This Agreement and the Order Form together form the terms of BNPL Provider’s participation in the Program (as defined below).
Stripe and BNPL Provider agree as follows:
1. Agreement.
1.1 Structure. This Agreement consists of: (a) this BNPL In-Store Signage Program Reimbursement Agreement, which contains the terms that apply to BNPL Provider's participation in the Program; (b) Exhibit 1 (Definitions); and (c) the Order Form.
1.2 Definitions. Capitalized terms are defined in Exhibit 1, in the Order Form and inline throughout this Agreement.
1.3 Conflict Resolution. If any term in this Agreement conflicts with a term in the Order Form, the order of precedence is: (a) the Order Form; then (b) this Agreement.
2. Program Description.
2.1 Overview. Stripe is operating an in-store signage program (the "Program") under which Stripe engages the Vendor to produce and distribute Kits to Connected Accounts of participating Platform Partners. Kits feature the logos of one or more BNPL providers, including BNPL Provider, depending on which buy now, pay later services each Platform Partner has enabled for its Connected Accounts.
2.2 Stripe's Role. Stripe acts as Program administrator and billing intermediary. Stripe: (a) engages and pays the Vendor directly; (b) coordinates Platform Partner participation; (c) allocates Program Costs among participating BNPL providers based on logo usage; and (d) invoices each BNPL provider for its respective Allocated Share.
2.3 Platform Partners. Platform Partners facilitate distribution of Kits to their Connected Accounts. Platform Partners bear no cost obligation under the Program and are not party to this Agreement.
2.4 Independent Participation. BNPL Provider acknowledges that it is entering into this Agreement independently of any other BNPL provider that may participate in the Program. Stripe does not represent or act as agent of any other BNPL provider. BNPL Provider has not coordinated with, and agrees not to coordinate with, any other BNPL provider regarding participation in the Program, pricing, or any other competitive matter.
3. Stripe Obligations.
3.1 Program Administration. During the Program Term, Stripe will:
(a) engage and manage the Vendor for Kit production, fulfillment, and distribution;
(b) coordinate with Platform Partners to identify participating Connected Accounts;
(c) maintain records of Kit distribution and BNPL Provider logo usage sufficient to calculate BNPL Provider's Allocated Share and to support invoices issued under this Agreement;
(d) issue invoices to BNPL Provider on a quarterly basis in accordance with Section 6; and
(e) provide BNPL Provider with a Results Report within 90 days of the end of each calendar quarter during the Program Term, covering the number of Kits featuring BNPL Provider's logo, the Platform Partners associated with those Kits, and approximate geographic distribution. Each Results Report will reflect only data attributable to BNPL Provider's own logo usage and will not include data regarding any other BNPL provider's participation, costs, or logo usage.
3.2 Signage Approval. Stripe will not produce or distribute any Kit featuring BNPL Provider's Marks without BNPL Provider's prior written approval of the relevant signage designs. BNPL Provider will not unreasonably withhold or delay such approval.
3.3 Kit Quality Standards. Stripe will ensure that all Kits featuring BNPL Provider's Marks: (a) are produced using materials and print quality consistent with commercially reasonable standards for retail in-store marketing materials; (b) accurately reproduce BNPL Provider's Marks in material compliance with the brand guidelines provided under Section 4.3 (Brand Assets); and (c) conform in all material respects to the signage designs approved by BNPL Provider under Section 3.2 (Signage Approval).
4. BNPL Provider Obligations.
4.1 Participation Confirmation. By executing this Agreement, BNPL Provider confirms its participation in the Program and agrees to the terms set out in this Agreement.
4.2 Changes to Invoicing Information. BNPL Provider will promptly notify Stripe in writing of any changes to the invoicing information set out in the Order Form.
4.3 Brand Assets. BNPL Provider will provide Stripe with its Marks and current brand guidelines within five business days of the Effective Date. BNPL Provider will promptly notify Stripe of any material changes to its Marks or brand guidelines during the Program Term.
4.4 Payment Obligation. BNPL Provider will pay each invoice issued by Stripe in accordance with Section 6 (Payment).
5. Cost Allocation.
5.1 Calculation Methodology. BNPL Provider's Allocated Share for each quarterly period will be calculated as follows:
(a) Single-BNPL Kit. If a Kit features only one BNPL Provider's logo, 100% of that Kit's cost is allocated to BNPL Provider.
(b) Multi-BNPL Kit. If a Kit features the logos of two or more BNPL providers, that Kit's cost is divided equally among all BNPL providers featured on that Kit.
(c) Platform Partners. Platform Partners bear no Program Cost obligation.
5.2 Records and Itemization. Stripe will maintain records of Kit production and logo usage sufficient to support its invoices. Each invoice will be accompanied by an itemized summary of the Kits attributable to BNPL Provider's logo usage for the invoiced period, including Kit count, applicable unit cost, and total Allocated Share.
5.3 Aggregate Maximum Annual Payment. BNPL Provider's aggregate reimbursement obligation under this Agreement in any calendar year of the Program Term will not exceed the Maximum Annual Payment amount, unless the parties agree in writing to an increased amount, in which case that agreed amount will replace the Maximum Annual Payment with effect from the date of the written agreement. Stripe will notify BNPL Provider promptly if projected Program Costs are expected to result in charges to BNPL Provider that approach the Maximum Annual Payment.
5.4 Disputes. If BNPL Provider disputes any portion of an invoice in good faith, BNPL Provider must: (a) pay the undisputed amount by the applicable due date; and (b) provide Stripe with written notice of the disputed amount within 15 days of invoice receipt, specifying in reasonable detail the basis for the dispute. The parties will attempt to resolve the dispute in good faith within 30 days of Stripe's receipt of the dispute notice. Amounts determined to be owed following resolution are payable within 15 days of such determination.
6. Payment.
6.1 Invoicing Schedule. Stripe will issue invoices to BNPL Provider on a quarterly basis, covering BNPL Provider's Allocated Share for the preceding calendar quarter. Stripe must submit each invoice within 30 days of the end of the relevant quarterly billing period.
6.2 Payment Terms. BNPL Provider will pay a properly submitted invoice within 30 days after receiving it.
6.3 Purchase Orders. If BNPL Provider requires a purchase order number for Stripe to issue a valid invoice, BNPL Provider will provide the applicable purchase order number to Stripe no later than 10 business days before the end of each calendar quarter. Stripe's obligation to issue a timely invoice is conditioned on receipt of any required purchase order number within that window.
6.4 Invoice Delivery. Stripe will deliver invoices to the AP/finance contact designated by BNPL Provider in the Order Form.
6.5 Late Payment. Amounts not paid by the due date will accrue interest at 0.5% per month on the outstanding balance from the due date until paid in full.
6.6 Taxes. All amounts payable to Stripe exclude all Taxes, except if expressly stated to the contrary. If Stripe is required by Law to collect or withhold any Taxes, Stripe will charge and BNPL Provider must pay those Taxes to Stripe. If BNPL Provider is exempt from paying, or is otherwise eligible to pay a reduced rate on, those Taxes, BNPL Provider may provide to Stripe a copy of the certificate that satisfies applicable legal requirements attesting to its tax-exempt status or reduced rate eligibility, in which case Stripe will not collect the Taxes that certificate covers.
6.7 Final Settlement. The final invoice will be issued no later than 30 days after the end of the Program Term. All outstanding amounts must be settled within 30 days of receipt of the final invoice.
7. Intellectual Property Rights.
7.1 License to Stripe. BNPL Provider grants Stripe a limited, non-exclusive, non-transferable, royalty-free license during the Program Term to reproduce and display the Marks solely for the purpose of producing and distributing Kits under the Program. Stripe may sublicense this right to the Vendor solely to the extent necessary for Kit production and fulfillment.
7.2 Usage Guidelines. Stripe will use the Marks in material compliance with the brand guidelines provided by BNPL Provider under Section 4.3 (Brand Assets). BNPL Provider's approval rights under Section 3.2 (Signage Approval) apply to all Kit designs featuring the Marks.
7.3 No Other Rights. Except as expressly stated in this Agreement, neither party acquires any right, title, or interest in the other party's trademarks, logos, or IP Rights. All goodwill arising from Stripe's use of the Marks under this Agreement inures to the benefit of BNPL Provider.
7.4 Limited License to Stripe's IP. Stripe grants BNPL Provider a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Program Term to reference Stripe's name and logo solely for the purpose of describing BNPL Provider's participation in the Program in internal communications. Any external use of Stripe's name or logo by BNPL Provider requires Stripe's prior written consent, and BNPL Provider must comply with Stripe's usage terms at https://stripe.com/legal/marks.
7.5 No Publicity. BNPL Provider will not use Stripe's trade name, trademark, service mark, logo, or any other asset to which Stripe has an IP Right in any manner, including in a press release, advertisement, marketing material, or client list, without Stripe's prior written consent. BNPL Provider will not advertise or otherwise make public that BNPL Provider is participating in the Program before Stripe makes that information public.
8. Relationship Between the Parties.
8.1 Independent Relationship. Under this Agreement, BNPL Provider will act as an independent counterparty to Stripe. Nothing in this Agreement will create any partnership, joint venture, agency, franchise, or employment relationship between the parties.
8.2 No Authority. Neither party has authority to act in the other party's name, enter into any agreement on the other party's behalf, or bind the other party to any agreement or obligation.
9. Representations and Warranties.
9.1 Stripe. Stripe represents as of the Effective Date, and warrants during the Program Term, that: (a) Stripe has the right, power, and ability to enter into and perform under this Agreement; (b) Stripe maintains all regulatory licenses, permits, and other permissions necessary to operate the Program; and (c) Stripe's performance under this Agreement complies with Law.
9.2 BNPL Provider. BNPL Provider represents as of the Effective Date, and warrants during the Program Term, that: (a) BNPL Provider has the right, power, and ability to enter into and perform under this Agreement; (b) BNPL Provider holds and complies with all applicable licenses, permits, and approvals required for its performance under this Agreement; (c) BNPL Provider's performance under this Agreement complies with Law; (d) BNPL Provider owns or has sufficient rights in the Marks to authorize the use contemplated by this Agreement; and (e) use of the Marks as contemplated by this Agreement will not, to the best of BNPL Provider's knowledge, infringe or misappropriate any third party's IP Rights.
9.3 Anti-Bribery and Corruption. Each party must: (a) not violate the Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, or other applicable anti-bribery, anti-money laundering, and anti-corruption Laws, and specifically must not offer, promise, give, request, agree to receive, or accept anything of value made with the intent to induce improper performance; (b) implement reasonable controls to prevent its personnel from engaging in bribery or corruption; (c) comply with all applicable wage, hour, anti-slavery, and human trafficking Laws in connection with its performance under this Agreement; and (d) promptly notify the other party of any suspected violation of this Section.
9.4 Disclaimer of Warranties. Except as stated in this Section 9 (Representations and Warranties), each party's performance under this Agreement is provided "as is." Each party disclaims all other warranties, whether express or implied, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement. Stripe does not warrant any specific level of Kit distribution, Platform Partner participation, or Program outcomes.
10. Confidentiality.
10.1 Confidential Information. All disclosed Confidential Information will remain the Disclosing Party's exclusive property, and the Receiving Party will have no right to use it except as this Agreement expressly permits.
10.2 Use; Protection. The Receiving Party will: (a) protect and keep confidential the Disclosing Party's Confidential Information using at least the same degree of care it uses for its own confidential information, and no less than reasonable care; (b) not disclose the Disclosing Party's Confidential Information to any third party without the Disclosing Party's consent; and (c) use the Disclosing Party's Confidential Information only for the purposes for which it was disclosed under this Agreement.
10.3 Competitor Information Firewall. Stripe will not disclose to BNPL Provider any information regarding the participation, invoice amounts, cost allocations, or logo usage of any other BNPL provider participating in the Program. BNPL Provider will not seek to obtain, infer, or use any information received under this Agreement for the purpose of gaining competitive intelligence regarding any other BNPL provider. This Section survives termination or expiration of this Agreement indefinitely.
10.4 Allowed Disclosures. The Receiving Party may disclose Confidential Information without the Disclosing Party's consent: (a) to the Receiving Party's professional advisors who are subject to a strict duty of confidentiality; (b) in response to an internal or external audit request; and (c) to the extent required by Law or directed by a Governmental Authority, as long as the Receiving Party notifies the Disclosing Party (unless Law prohibits notice), uses diligent reasonable efforts to limit disclosure and obtain confidential treatment or a protective order, and has, to the extent allowed and reasonably possible, given the Disclosing Party the opportunity to participate in the proceeding.
10.5 Exclusions. The restrictions in Sections 10.1 (Confidential Information) and 10.2 (Use; Protection) will not apply to information that the Receiving Party can prove through written documentation: (a) is generally available to the public through no improper action or inaction by the Receiving Party; (b) it knew or possessed without restriction prior to receiving it from the Disclosing Party; (c) was rightfully disclosed to it by a third party without breach of any confidentiality obligation; or (d) was independently developed by the Receiving Party's personnel who had no access to the information.
10.6 Return of Confidential Information. When this Agreement terminates or expires, or at the Disclosing Party's request, the Receiving Party will stop using and return to the Disclosing Party (or destroy) the Disclosing Party's Confidential Information, except as necessary to perform any post-termination obligation under this Agreement. Upon the Disclosing Party's request, the Receiving Party will certify its compliance with this Section.
10.7 Existing Nondisclosure Agreement. If, before the Effective Date, Stripe and BNPL Provider entered into a nondisclosure agreement that would apply to the parties' performance under this Agreement, Section 10 (Confidentiality) of this Agreement will supersede and control to the extent of any inconsistent terms.
11. Data Handling.
11.1 Results Reports. Stripe may share with BNPL Provider, through Results Reports only, aggregated distribution data relating to Kits attributed to BNPL Provider's logo usage. Stripe will not share individual Connected Account identities or merchant-level data with BNPL Provider, except as required by Law or as separately agreed in writing.
11.2 Vendor. Stripe will ensure the Vendor processes any Connected Account information only for Kit fulfillment purposes and is bound by data handling obligations consistent with Law.
11.3 Personal Data. To the extent either party processes personal data in connection with this Agreement, such processing will comply with applicable privacy and data protection Laws.
12. Defense and Indemnity.
12.1 Mutual Defense and Indemnity.
(a) Defense. Each of Stripe and BNPL Provider (each, an "Indemnifying Party") will defend the other party, its Affiliates, and the directors, employees, and agents of each (each, an "Indemnified Party") against any Claim to the extent arising out of: (i) any physical injury to or death of an individual, or loss of or damage to real or personal property, caused by the act or omission of the Indemnifying Party; (ii) the Indemnifying Party's gross negligence, willful misconduct, or fraud; or (iii) the Indemnifying Party's breach of any representation or warranty made in this Agreement.
(b) Indemnification. Each of Stripe and BNPL Provider will indemnify the other Indemnified Party against all Specified Losses.
12.2 BNPL Provider IP Infringement.
(a) Defense. BNPL Provider will defend the Stripe Parties against any IP Claim arising from Stripe's use of the Marks in accordance with this Agreement.
(b) Indemnification. BNPL Provider will indemnify the Stripe Parties against all IP Claim Losses.
(c) Curing IP Infringement. If BNPL Provider's Marks have become, or are likely to become, the subject of an IP Claim, BNPL Provider will, at its option and expense: (i) modify the Marks so they are no longer subject to the claim; (ii) replace the affected Marks with non-infringing alternatives; or (iii) obtain a license for Stripe to continue using the affected Marks.
12.3 Financial Advertising Claims.
(a) Defense. BNPL Provider will defend the Stripe Parties against any Claim arising from inaccurate or non-compliant claims about BNPL Provider's financial products on Kit materials that BNPL Provider approved under Section 3.2 (Signage Approval).
(b) Indemnification. BNPL Provider will indemnify the Stripe Parties against all resulting Specified Losses.
12.4 Process of Defense and Indemnification. The Indemnified Party must promptly notify the Indemnifying Party of any Claim for which it seeks indemnification; however, any delay or failure to notify will not relieve the Indemnifying Party of its obligations under this Section 12 (Defense and Indemnity), except to the extent it has been prejudiced by the delay or failure. The Indemnifying Party will have sole control and authority to defend and settle the Claim, but: (a) the Indemnified Party may participate in the defense and settlement with counsel of its own choosing at its own expense; and (b) the Indemnifying Party will not enter into any settlement that imposes any obligation on the Indemnified Party (other than the payment of money, which the Indemnifying Party will pay) without the Indemnified Party's consent. The Indemnified Party will reasonably cooperate at the Indemnifying Party's request and expense.
13. Limitations on Liability.
13.1 Indirect Damages. Except for: (a) damages a party incurs arising out of the other party's breach of Section 10 (Confidentiality); (b) damages arising out of a party's willful misconduct, fraud, or criminal activity; and (c) Specified Losses and IP Claim Losses, to the maximum extent Law permits, neither party nor its Affiliates will be liable to the other party for any lost profits, loss of data, business interruption, or any indirect, incidental, consequential, exemplary, special, reliance, or punitive damages, whether based on contract, negligence, strict liability, tort, or other theory, even if advised of the possibility of such damages.
13.2 General Damages. Except for: (a) damages arising out of a party's breach of Section 10 (Confidentiality); (b) damages arising out of a party's fraud, willful misconduct, or criminal activity; and (c) Specified Losses and IP Claim Losses, to the maximum extent Law permits, neither party nor its Affiliates will be liable to the other party for damages exceeding 150% of the Maximum Annual Payment amount.
14. Insurance.
14.1 Stripe Insurance. Stripe will use commercially reasonable efforts to ensure that the Vendor maintains, during and for 12 months after the Program Term: (a) commercial general liability insurance, including product liability coverage, with a per-occurrence limit of at least USD $1,000,000 and an aggregate limit of at least USD $2,000,000; and (b) such other insurance as is customary for vendors engaged in the production and fulfillment of physical marketing materials. Stripe will require the Vendor to name Stripe as an additional insured under its commercial general liability policy.
14.2 Evidence of Insurance. Upon BNPL Provider's reasonable request, Stripe will use commercially reasonable efforts to provide BNPL Provider with a certificate of insurance from the Vendor evidencing the coverage described in Section 14.1 (Stripe Insurance).
15. Compliance.
15.1 General Compliance. Each party will comply with all Law in connection with its activities under this Agreement.
15.2 Financial Advertising Compliance. All content on Kits that describes, promotes, or references BNPL Provider's financial products must comply with applicable consumer financial protection Laws, including FTC advertising regulations and applicable CFPB guidance. BNPL Provider is solely responsible for the accuracy and regulatory compliance of claims made about its products on Kit materials. BNPL Provider must exercise its approval rights under Section 3.2 (Signage Approval) to confirm compliance before Kit production. Any Claim arising from non-compliant Kit content approved by BNPL Provider is subject to the indemnification obligations in Section 12.3 (Financial Advertising Claims).
15.3 Environmental Compliance. Stripe will use commercially reasonable efforts to ensure Kit materials comply with applicable environmental regulations in the jurisdictions where Kits are distributed, including state extended producer responsibility (EPR) laws and California Proposition 65. The parties will cooperate in good faith to identify and fulfill any EPR registration, reporting, or fee obligations that arise from the Program, and will negotiate in good faith to allocate any such obligations as required by Law.
15.4 Product Safety. Stripe will use commercially reasonable efforts to ensure Kit materials meet applicable product safety standards. Stripe will contractually require the Vendor to indemnify Stripe against third-party claims arising from physical defects in Kit materials attributable to the Vendor's manufacturing or fulfillment, and to carry insurance coverage consistent with Section 14.1 (Stripe Insurance).
16. Term and Termination; Survival.
16.1 Program Term. This Agreement begins on the Effective Date and continues until the end of the Initial Term, unless earlier terminated in accordance with this Section. The parties may extend this Agreement beyond the Initial Term by mutual written agreement executed before the expiration of the then-current term, on terms and conditions to be agreed at the time of extension. The Initial Term and any agreed extension(s) together constitute the "Program Term" for purposes of this Agreement.
16.2 Termination for Cause. Either party may terminate this Agreement for cause:
(a) upon written notice to the other party if the other party materially breaches this Agreement and, if the breach is curable, fails to cure it within 30 days after receiving written notice specifying the breach in reasonable detail;
(b) immediately upon written notice to the other party if (i) the other party becomes insolvent or discontinues business operations; (ii) the other party makes a general assignment for the benefit of creditors, or begins any proceeding under any reorganization, liquidation, or bankruptcy Law; or (iii) the other party engages in activity that, in the terminating party's reasonable opinion, is reasonably likely to materially damage the terminating party's reputation.
16.3 Termination for Convenience. Either party may terminate this Agreement for convenience by giving at least 30 days' prior written notice to the other party.
16.4 Termination for Regulatory Compliance. Either party may terminate this Agreement immediately upon notice to the other party if a Governmental Authority requires termination of this Agreement.
16.5 Effect of Termination on Payment.
(a) Kits in Production. Upon termination, Stripe will cease production of new Kits featuring BNPL Provider's Marks as soon as reasonably practicable following the effective date of termination. BNPL Provider remains obligated to pay its Allocated Share for all Kits produced or in production as of the effective date of termination.
(b) Final Invoice. Stripe will issue a final invoice within 30 days of the effective date of termination or the end of the Program Term. BNPL Provider will pay the final invoice within 30 days of receipt.
16.6 Survival. The following will survive termination or expiration of this Agreement: (a) Sections that by their nature are intended to survive, including BNPL Provider's obligation to pay any outstanding Allocated Share; (b) provisions that allocate risk or limit a party's liability, to the extent necessary to ensure a party's potential liability for acts and omissions during the Program Term remains unchanged after termination; (c) Section 10.3 (Competitor Information Firewall); (d) the other provisions of Section 10 (Confidentiality) for three years after termination or expiration; and (e) Sections 11 (Data Handling) 12 (Defense and Indemnity), 13 (Limitations on Liability), 16.5 (Effect of Termination on Payment), and 17 (General).
17. General.
17.1 Governing Law; Jurisdiction; Venue. The laws of the State of California will govern this Agreement, without giving effect to its conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Each party irrevocably submits to exclusive personal jurisdiction, and will bring all suits and actions under or in connection with this Agreement exclusively, in the federal courts of the Northern District of California and the state courts located in San Mateo County, California, and each party waives all objections to those jurisdictions and venues.
17.2 Attorneys' Fees. In any action or suit to enforce or to interpret this Agreement, the prevailing party is entitled to recover the reasonable, documented legal costs it paid to third parties.
17.3 No Jury Trial. Each party waives, to the fullest extent Law permits, any right it may have to a trial by jury with respect to any action or proceeding arising out of or relating to this Agreement.
17.4 Notices. Unless this Agreement states otherwise, all notices, consents, authorizations, and approvals under this Agreement must be given by email. For notices to Stripe, the email address is contract-notices@stripe.com; for notices to BNPL Provider, the email address is the address listed in the Order Form or as otherwise provided in writing. Notice is effective one business day after sending the email. Stripe will not accept invoices or billing inquiries at contract-notices@stripe.com.
17.5 Waivers. To be effective, a waiver must be in a writing signed by the waiving party. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of that party's right to subsequently enforce the provision.
17.6 Force Majeure. Neither party will be liable for any loss or damage to the other party, or delays in performance, to the extent caused by a Force Majeure Event, but the affected party: (a) is excused from performance only to the extent of the delay the Force Majeure Event caused; and (b) must promptly notify the other party of the Force Majeure Event and use all reasonable efforts to minimize the delay. If a Force Majeure Event prevents a party from performing its obligations under this Agreement for more than two consecutive weeks, the other party may terminate this Agreement immediately upon written notice.
17.7 Assignment. Neither party may assign or transfer this Agreement or any of its rights or obligations under it without the other party's prior written consent, which will not be unreasonably withheld, except that either party may, without the other party's consent, assign and transfer this Agreement to: (a) any Affiliate of the assigning party; or (b) any entity that acquires all or substantially all of the assigning party's business or assets to which this Agreement relates, whether by merger, acquisition, or otherwise. Any attempt to assign in violation of this Section will be void. This Agreement will be binding upon, inure to the benefit of, and be enforceable by the parties and their permitted assigns. The assigning party will provide written notice of any permitted assignment to the other party within 10 business days of the assignment taking effect.
17.8 Severability. If any court or governmental authority determines a provision of this Agreement is unenforceable, the parties intend that this Agreement be enforced as if the unenforceable provision were not present and that any partially valid and enforceable provision be enforced to the extent that it is enforceable.
17.9 Cumulative Rights; Injunctions. The rights and remedies of the parties under this Agreement are cumulative, and each party may enforce any of its rights or remedies under this Agreement, along with all other rights and remedies available to it at law or in equity. A party's material breach of Section 10 (Confidentiality) could cause the non-breaching party irreparable harm for which the non-breaching party has no adequate remedies at law. Accordingly, the non-breaching party is entitled to seek specific performance or injunctive relief without the requirement to post a bond or other security.
17.10 Entire Agreement; Modification. This Agreement, together with the Exhibit and the Order Form, constitute the entire agreement and understanding of the parties with respect to the Program and supersedes all prior and contemporaneous agreements and understandings relating thereto. Stripe may modify all or any part of this Agreement at any time by posting a revised version, but the terms of this Agreement as of the effective date of any Order Form apply to that Order Form.
EXHIBIT 1 – DEFINITIONS
"Affiliate" means an entity controlling, controlled by, or under common control with a party to this Agreement.
"Allocated Share" means the portion of Program Costs attributable to BNPL Provider, calculated as set out in Section 5.1 (Calculation Methodology).
"Claim" means any claim, demand, government investigation, or legal proceeding made or brought by a third party.
"Confidential Information" means the terms of the Order Form, invoice amounts and supporting data, Platform Partner identities, Connected Account data, Program cost allocations, Results Reports, and all other information disclosed by the Disclosing Party to the Receiving Party in connection with this Agreement that is identified as confidential or proprietary, or that a reasonable recipient would understand to be confidential given the nature of the information or the circumstances of its disclosure.
"Connected Account" means a merchant enabled by a Platform Partner to accept payments through BNPL Provider's buy now, pay later service.
"Disclosing Party" means a party that discloses Confidential Information to the other party.
"Force Majeure Event" means an event that could not have been avoided by the reasonable efforts of the affected party, including a strike or other labor dispute; labor shortage, stoppage, or slowdown; supply chain disruption; embargo or blockade; telecommunication breakdown; power outage or shortage; inadequate transportation service; inability or delay in obtaining adequate supplies; weather; earthquake; fire; flood; act of God; riot; civil disorder; epidemic; pandemic; state or national health crisis; war; invasion; terrorism threat or act; Law; or act of a Governmental Authority.
"Governmental Authority" means any governmental department, committee, or body that has statutory standing to supervise, regulate, or investigate either party or its performance under this Agreement.
"IP Claim" means any Claim made against any Stripe Party alleging that Stripe's use of the Marks in accordance with this Agreement infringes or misappropriates the IP Rights of a third party.
"IP Claim Losses" means all amounts awarded to the third party making the IP Claim, and all penalties, fines, and reasonable third-party costs (including reasonable legal fees) paid by the Stripe Parties to the extent arising out of an IP Claim.
"IP Rights" means any copyright, patent, trademark, service mark, trade secret, moral right, or other intellectual property right.
"Kit" means a signage kit containing in-store materials (including decals, shelf talkers, table tents and related printed or physical materials including instructions for Connected Accounts on best practices for placing these materials in their stores) produced and distributed under the Program.
"Law" means all applicable laws, rules, regulations, and other binding requirements of any Governmental Authority.
"Marks" means BNPL Provider's trademarks, logos, and brand assets provided by BNPL Provider for use under this Agreement.
"Platform Partner" means a payment platform connected to Stripe's infrastructure that has enrolled in the Program.
"Program" means the BNPL In-Store Signage Program described in Section 2 (Program Description).
"Program Costs" means all costs invoiced by the Vendor to Stripe for the production, fulfillment, and distribution of Kits under the Program.
"Program Term" has the meaning given in Section 16.1 (Program Term).
"Receiving Party" means a party that receives Confidential Information from the Disclosing Party.
"Results Report" means the quarterly report described in Section 3.1(e) (Program Administration).
"Specified Losses" means all amounts awarded to the third party making the Claim, and all penalties, fines, and reasonable third-party costs (including reasonable, documented legal fees) paid by the Indemnified Party to the extent arising out of a Claim described in Section 12.1(a) (Defense).
"Stripe Parties" means Stripe, its Affiliates, and the directors, employees, and agents of each.
“Taxes” means any applicable taxes and duties imposed by any Governmental Authority, including sales and use tax, excise tax, gross receipts tax, value-added tax (VAT), goods and services tax (GST) (or equivalent transaction taxes), and withholding tax.
"Vendor" means BAMKO, LLC, or any successor vendor engaged by Stripe to produce and fulfill Kits.